


Earth-4563 – Red Son

by AdamantVibranium_SuperBoy



Category: Captain America - All Media Types, Scarlet Spider (Comics), Spider-Man - All Media Types, Superboy (Comics), Venom (Comics), Young Avengers (Comics), Young Justice - All Media Types
Genre: Alternate Origins, Alternate Universe - Canon Divergence, Background Relationships, Canon-Typical Violence, Carnage is his own Trigger Warning, Clones, F/M, Gen, Hydra (Marvel), Klyntar, M/M, Mature Rating for Carnage-Symbiote-related Violence, Mild Brainwashing, Multi, New S.T.R.I.K.E. Team, Non-Canonical Character Death, Polyamory, Post-Captain America: The Winter Soldier, Project Rebirth 2.0, Project Rebirth 3.0, Sexual Content, Super Soldier Serum, Superboy as the Winter Soldier's Son, Weapon X Project, Work In Progress, X-Man as Steve Rogers' Clone, good guy Rumlow
Language: English
Status: Completed
Published: 2018-08-28
Updated: 2019-01-31
Packaged: 2019-07-03 22:49:57
Rating: Mature
Warnings: Creator Chose Not To Use Archive Warnings, Graphic Depictions Of Violence, No Archive Warnings Apply
Chapters: 5
Words: 36,618
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/15828528
Author URL: https://archiveofourown.org/users/AdamantVibranium_SuperBoy/pseuds/AdamantVibranium_SuperBoy
Summary: In the aftermath of Hydra's defeat, Superboy, fresh out of cryo, is without a handler or a home.  This is what happens next...Chapter 1 is a snippet from a canon divergent (post-Captain America: The Winter Soldier) piece I'm writing about Superboy (Conner Barnes) as the genetically engineered biological son of Bucky Barnes and Steve Rogers.  There will be much more before and after this part, but I want to go ahead and get constructive criticism as I write this, so please feel free to let me know what you think.  Also, there will be a clear parent-son dynamic between Conner and Rumlow in this story, and I've got no intention of making a romantic pairing of them.•• Chapter 2 is a description of the AU and set of Character Profiles which flesh out the concepts and alternate origins behind several of the main characters.**Chapter 3 is the synopsis of the Prologue* * * Check out Chapter 4 !!! I'm happy with how this version is going. This is a working outline, so it's not in narrative form yet***I'm rewriting this to include X-Men: Blue. The main focus will be super-soldiers, Weapon-X, Klyntar, and the A.F.I. Don't forget to comment if you want to see X-Men!





	1. Sweet Child O'Mine

**Summary for the Chapter:**

> Spiderman comes across a mysterious stranger with a killer swing. When the stranger finds his target, he might've found his new home. With the help of a strange doctor, he may even find some peace.

**Notes for the Chapter:**

> Disclaimer: I do not own these characters, locations or concepts. All characters, locations and concepts (such as Wakandan technology, the Weapon-X Program or Cadmus' super-clones) which originate from the movies, comic books, novels or other comic-related media belong to Marvel or DC. I receive no financial gain from this work. There are no intended analogies or metaphors in this work which are applicable outside universal concepts or applicable outside the story itself. It is meant to be fanfiction and nothing more. Support the films and comic-book industry. They have amazing stories and products.  
> Enjoy.

It’s a slow night for Spiderman, and he actually managed to finish his homework while doing his routine patrol and scouring the streets for baddies and ne’er-do-wells. It’s about three a.m. when he notices a brunette in jeans and a black hoodie turning the same corner for the fifth time in twenty minutes. The brunette looks lost, meandering and noticeably checking the street signs as he walks the same streets he had only minutes before.  
  
It just so happens that giving directions is one of Spiderman's specialties. He swings one block over and lowers himself, upside-down to meet the stranger as the brunette turns the corner.  
  
WHAM!!  
  
The fist hits Spiderman so fast that he doesn’t even have time to register the fact that he's been punched when he careens backward into a convenient fire-escape. Convenient, because he would’ve gone farther, continuing his spinning-bobbing-swinging motion like a broken piñata. Who needs that? Clearly, he tells himself, the metal grate to his side is far better than throwing up his 2 a.m. breakfast upside-down. But it’s hard to notice that he's clumsily indented into the structure when his chest hurts so bad. Six-months before, and the pain would’ve knocked him out. It still might if he doesn’t keep himself focused and breathing through it. Then...  
  
WHAM! — The wall takes a hit and the fire-escape shakes. Peter looks up to see a teen latched to the structure like a skateboarder mid-jump.  
  
“Umm, hi. Sorry about that. You okay? I can jump you to the nearest emergency room if you want. You should probably get checked out. I, uh – I didn’t mean to hit you that hard. Just instinct I guess…um, sorry again. ” For someone who hits like a freight car, the misplaced brunette seems pretty timid — almost confused.  
  
“Sure, I’m fine. I get imbedded in buildings all the time. It’s a perk of the job….” The brunette either doesn’t get the joke or doesn’t care. Instead of matching quips, he starts bending the surrounding metal of the fire-escape with one hand while spotting Spiderman with the other, helping him get out of the tight spot.  
  
The brunette looks concerned but not as panicked as he was when he first jumped to the wall and clung to the railing. Even so, his voice is low and concerned. “You enhanced? You look it. I mean since you aren’t dead or splattered or nothin'.”  
  
“Yeah, I’m enhanced… not sure it did any good against you, though. Man, that hurts! You think it might be easier to talk on th—” and suddenly Spiderman finds himself cradled in the strangers arms as the brunette lands roughly on the sidewalk. “Oof!”  
  
“You sure you don’t need a hospital? Looks like I banged you up pretty good. Sorry, again. I…”  
  
“—Don’t worry. An ice pack and a good night’s sleep and I’ll be fine. 'It’s just a flesh wound.’” Spiderman barely manages to pull off a British accent.  
  
“Where?! I didn’t see it! I’m so sor—”  
  
“Don’t worry about it. There’s not an actual flesh wound. It’s a movie line. I guess you haven’t seen _Monty Python and the Holy Grail_?” The brunette shakes his head after setting Spiderman down gently. “Well you should come over and watch it with me. I mean, when I recover from the bruising and humiliation.”  
  
“Are you sure you don’t want me to take you to a hospital?” The stranger looks really concerned.  
  
“Don’t worry, it’s not bad.” Spiderman almost flinches under the glare the stranger gives him. “Okay, I’ll have it looked at. My girlfriend’s in med school, so it won’t be a problem.”  
  
At that, a voice shouts down the alley, “She’s my girlfriend too, punk!”  
  
A young man wearing what looks like black riot gear and shoulder pads marked with a white spider splayed across the chest walks hurriedly towards them. His head is covered with a matching black, masked helmet with white around the eyes. He jogs up to the strange duo and puts a hand on Spiderman’s shoulder. “Let us take a look at ya Par– I mean, 'Punk'.” The newcomer seems unperturbed by the brunette’s presence and doesn’t spare him a second glace while concentrating on Spiderman. Black goo descends from his hand on Spiderman's shoulder and forms in a splatter pattern across the area where the stranger had punched him. “Multiple fractures, Puny. 'Tch, 'tch, 'tch. What’d you do, piss off Juggernaut?” The black-clad Spiderman seems to really see the stranger for the first time.  
  
“So you’re a super-soldier? You remind us of someone we know.”  
  
“Umm, I’m Conner. I’m uh, new to this neighborhood. And you are?”  
  
“We’re Agent Venom.”  
  
Spiderman almost face-palms “Oh, and I’m Spiderman. I usually start with that. I thought you looked lost, so I was gonna offer directions.”  
  
Conner flicks his eyes upward towards a nearby building. A shadow moves in the window of the penthouse. “No, I’m right where I want to be. Just new here… I’ll be fine if you want to go get that ‘flesh wound’ taken care of.” Unlike Spiderman, Conner pulls off a British accent flawlessly, albeit the wrong one.  
  
Agent Venom smiles under his helmet. “Already done. As we speak, Venom’s repairing his injuries from the inside out. When the tracker in Spidey's uniform went kaput, Scorn sent me to investigate. Good thing he’s got us Symbiotes and super-soldiers to look after him, right Kid?” Conner seems more dubious of Agent Venom by the second, but nods and looks back to Spiderman, who is currently blushing under his mask. Why does his boyfriend have to embarrass him in front of all the other Enhanced? Freakin' Symbiotes. “Don’t worry, I’ll swing him home from here, Kid. Take care.”  
  
And with that, Agent Venom snatches up Spiderman and swings him over his shoulder before shooting a webline from the back of his hand and disappearing between the buildings and into the night. Even after he can’t see them, Conner can hear them through the city’s nighttime traffic as they argue.  
  
“Put me down, Flash! I said put me down! This is embarrassing! What if someone sees us like this? C'mon man!”  
  
“No can-do, Parker. Gwen will never forgive me if I let you swing yourself home.”  
  
—And Conner was alone again, deciding he’d given his Target enough time to stew.

_________________________________

  


Rumlow is sleepy. It had been a long night of training, trying to keep his skills up and maintain his physique. After his injuries, he’d thought his life was over, but even the ashes of S.H.I.E.L.D. held it’s own phoenixes. In exchange for a little info, his former employers offered him amnesty and a new lease on life: an injection of healing factor – a one time arrangement but enough to heal the worst of his injuries. His paralysis, neuropathy, extensive burns and facial disfigurement were all but gone, leaving him with his health and dignity in the wake of the biggest disaster of his life. His finances were in good shape after a lifetime of hard work. S.H.I.E.L.D. had given him a decent paycheck, but the pay from his time with Hydra was enough to buy a small country. He’d considered just that, but if he'd gone that route, he wouldn’t be living in Brooklyn and waiting for his former charge to come home.

His loft apartment stands less than a block from and overlooking the site of what had been a tenement building in the '30’s and '40’s. If the Soldier regained his memories or did his research, he’d find the place. Two birds with one stone: his former home 

It’s a slow night for Spiderman, and he actually managed to finish his homework while doing his routine patrol and scouring the streets for baddies and ne’er-do-wells. It’s about three a.m. when he notices a brunette in jeans and a black hoodie turning the same corner for the fifth time in twenty minutes. The brunette looks lost, meandering and noticeably checking the street signs as he walks the same streets he had only minutes before.  
  
It just so happens that giving directions is one of Spiderman's specialties. He swings one block over and lowers himself, upside-down to meet the stranger as the brunette turns the corner.  
  
WHAM!!  
  
The fist hits Spiderman so fast that he doesn’t even have time to register the fact that he's been punched when he careens backward into a convenient fire-escape. Convenient, because he would’ve gone farther, continuing his spinning-bobbing-swinging motion like a broken piñata. Who needs that? Clearly, he tells himself, the metal grate to his side is far better than throwing up his 2 a.m. breakfast upside-down. But it’s hard to notice that he's clumsily indented into the structure when his chest hurts so bad. Six-months before, and the pain would’ve knocked him out. It still might if he doesn’t keep himself focused and breathing through it. Then...  
  
WHAM! — The wall takes a hit and the fire-escape shakes. Peter looks up to see a teen latched to the structure like a skateboarder mid-jump.  
  
“Umm, hi. Sorry about that. You okay? I can jump you to the nearest emergency room if you want. You should probably get checked out. I, uh – I didn’t mean to hit you that hard. Just instinct I guess…um, sorry again. ” For someone who hits like a freight car, the misplaced brunette seems pretty timid — almost confused.  
  
“Sure, I’m fine. I get imbedded in buildings all the time. It’s a perk of the job….” The brunette either doesn’t get the joke or doesn’t care. Instead of matching quips, he starts bending the surrounding metal of the fire-escape with one hand while spotting Spiderman with the other, helping him get out of the tight spot.  
  
The brunette looks concerned but not as panicked as he was when he first jumped to the wall and clung to the railing. Even so, his voice is low and concerned. “You enhanced? You look it. I mean since you aren’t dead or splattered or nothin'.”  
  
“Yeah, I’m enhanced… not sure it did any good against you, though. Man, that hurts! You think it might be easier to talk on th—” and suddenly Spiderman finds himself cradled in the strangers arms as the brunette lands roughly on the sidewalk. “Oof!”  
  
“You sure you don’t need a hospital? Looks like I banged you up pretty good. Sorry, again. I…”  
  
“—Don’t worry. An ice pack and a good night’s sleep and I’ll be fine. 'It’s just a flesh wound.’” Spiderman barely manages to pull off a British accent.  
  
“Where?! I didn’t see it! I’m so sor—”  
  
“Don’t worry about it. There’s not an actual flesh wound. It’s a movie line. I guess you haven’t seen Monty Python and the Holy Grail?” The brunette shakes his head after setting Spiderman down gently. “Well you should come over and watch it with me. I mean, when I recover from the bruising and humiliation.”  
  
“Are you sure you don’t want me to take you to a hospital?” The stranger looks really concerned.  
  
“Don’t worry, it’s not bad.” Spiderman almost flinches under the glare the stranger gives him. “Okay, I’ll have it looked at. My girlfriend’s a doctor, so it won’t be a problem.”  
  
At that, a voice shouts down the alley, “She’s my girlfriend too, punk!”  
  
A young man wearing what looks like black riot gear and shoulder pads marked with a white spider splayed across the chest walks hurriedly towards them. His head is covered with a matching black, masked helmet with white around the eyes. He jogs up to the strange duo and puts a hand on Spiderman’s shoulder. “Let us take a look at ya Par– I mean, 'Punk'.” The newcomer seems unperturbed by the brunette’s presence and doesn’t spare him a second glace while concentrating on Spiderman. Black goo descends from his hand on Spiderman's shoulder and forms in a splatter pattern across the area where the stranger had punched him. “Multiple fractures, Puny. 'Tch, 'tch, 'tch. What’d you do, piss off Juggernaut?” The black-clad Spiderman seems to really see the stranger for the first time.  
  
“So you’re a super-soldier? You remind us of someone we know.”  
  
“Umm, I’m Conner. I’m uh, new to this neighborhood. And you are?”  
  
“We’re Agent Venom.”  
  
Spiderman almost face-palms “Oh, and I’m Spiderman. I usually start with that. I thought you looked lost, so I was gonna offer directions.”  
  
Conner flicks his eyes upward towards a nearby building. A shadow moves in the window. “No, I’m right where I want to be. Just new here… I’ll be fine if you want to go get that ‘flesh wound’ taken care of.” Unlike Spiderman, Conner pulls off a British accent flawlessly, albeit the wrong one.  
  
Agent Venom smiles under his helmet. “Already done. As we speak, Venom’s repairing his injuries from the inside out. When tracker in Spidey's uniform went kaput, Scorn sent me to investigate. Good thing he’s got us Symbiotes and super-soldiers to look after him, right Kid?” Conner seems more dubious of Agent Venom by the second, but nods and looks back to Spiderman, who is currently blushing under his mask. Why does his boyfriend have to embarrass him in front of all the other Enhanced? Freakin' Symbiotes. “Don’t worry, I’ll swing him home from here, Kid. Take care.”  
  
And with that, Agent Venom snatches up Spiderman and swings him over his shoulder before leaping into the air, shooting a webline from the back of his hand and disappearing between the buildings and into the night. Even after he can’t see them, Conner can hear them through the city’s nighttime traffic as they argue.  
  
“Put me down, Flash! I said put me down! This is embarrassing! What if someone sees us like this? C'mon man!”  
  
“No can-do, Parker. Gwen will never forgive me if I let you swing yourself home.”  
  
—And Conner was alone again, deciding he’d given his Target enough time to stew.  
  
  
_________________________________  
  
  
Rumlow is sleepy. It had been a long night of training, trying to keep his skills up and maintain his physique. After his injuries, he’d thought his life was over, but even the ashes of S.H.I.E.L.D. held it’s own phoenixes. In exchange for a little info, his former employers offered him amnesty and a new lease on life: an injection of healing factor – a one time arrangement but enough to heal the worst of his injuries. His paralysis, neuropathy, extensive burns and facial disfigurement were all but gone, leaving him with his health and dignity in the wake of the biggest disaster of his life. His finances were in good shape after a lifetime of hard work. S.H.I.E.L.D. had given him a decent paycheck, but the pay from his time with HYDRA was enough to buy a small country. He’d considered just that, but if he'd gone that route, he wouldn’t be living in Brooklyn and waiting for his former charge to come home.  
  
His loft apartment stands less than a block from and overlooking the site of what had been a tenement building in the '30’s and '40’s. If the Soldier regained his memories or did his research, he’d find the place. Two birds with one stone: his former home and his former handler, conveniently in one place. Rumlow expects the Soldier to seek revenge. He doesn’t expect to find a teenage super-soldier he’d only heard rumors of, waiting on his doorstep and looking for a place to call home  
  
. It would seem fate is funny that way.  
  
____________________________  
  
  
It isn’t the first time the angry teen sought out a HYDRA operative living in plain site, but the young super-soldier intends to make it his last. After seeing the exhibit at the Smithsonian, he’d scoured the public library in D.C. and even hacked the government archives, though it proved redundant after Black Widow Romanov's leak of all HYDRA and S.H.I.E.L.D. files. Everything was there, plain as day. Rumlow is the only surviving handler of the Winter Soldier left in the U.S. and he’s also the teen's best chance of surviving outside the confines of government laboratories – a fate he will avoid at almost all costs. His few allies – his fathers, his fellow experiments and the newly christened Olympian Champion, Aegis – are the only ones for whom he’d surrender himself to such imprisonment. Without the Wolf Spiders and unwilling to reveal himself to his biological parents, there is only one direction to turn: HYDRA.  
  
It's not that the Red Room would reject him. He’d have been welcomed with enthusiastic open arms … but it would never be HYDRA. It would never be home. With his codebook clutched in his hand and a backpack of necessities, he’d found himself wandering the streets that over seventy years prior, his parents had called home. Only after garnering the attention of his target (and incidentally, a ridiculously attired superhuman from Queens) did he climb the stairs to the penthouse of an upscale loft apartment building. It's madness, and he knows it, but this handler may be the only one with the knowledge to care for him and provide him with proper direction and maintenance. Only now, standing at the stranger’s door does he realize how far-fetched his objective truly is.  
  
  
__________________________  
  
  
  
Rumlow has seen some crazy shit, but a teenage version of the Soldier, complete with blank stare and defeated-sloping shoulders (sans cybernetic prosthesis) is the last thing he is ready for. He stares only for a moment before noticing the book held out towards him. The leather cover is faded, though nowhere near as faded as the codebook he’s used to seeing. It’s dark-navy blue with two concentric red triangular pentagons (like an old-single-cut diamond) centered over a red triangle.  
  
It takes Rumlow several seconds to realize what the kid is trying to tell him. It’s clear the kid isn’t in full out soldier mode, made more clear when the teen glares at Rumlow as if he’d just confiscated his iPod. Rumlow glares right back.  
  
“Were you followed?”  
  
The kid shakes his head.  
  
Rumlow doesn’t waste any more time and he grabs the kid by the shoulder and ushers him inside, before slamming the door shut and locking the plethora of locks.  
  
“You got balls coming here. Who sent you?” Though deep and resonant, Rumlow's voice still carries some of the roughness from having inhaled so much smoke and dust while lying in the rubble of the Triskelion several months prior – a scratchiness usually heard from heavy smokers.  
  
The teen's glare intensifies, and his chin juts out slightly. “I sent me.” It’s all but a challenge, as if the kid isn’t trying to hand over his autonomy along with the book.  
  
“Why?” The kid seems startled by the question but quickly recovers his apparent confidence.  
  
“Where else would I send myself?”  
  
Rumlow almost laughs – almost – as if the thought of babysitting his Soldier’s kid could be remotely humorous.  
  
“Where's your old man? I take it he’s not with you.”  
  
“I was hoping you could tell me. I don’t have anywhere to go, so I thought this would be safest in your hands.” The kid holds out his codebook again – that’s the only thing it could be, a codebook – but the gesture is more timid than before and a fear of rejection ghosts the kid’s eyes.  
  
With a sigh, Rumlow holds out his hand and accepts the book. The weight of it isn’t physical, but it weighs on his exhausted body all the same. He flips through the book and looks back at the kid. “Is this for safekeeping or do you need a handler?”  
  
The teen loses his hold on eye contact before staring at the ground and scuffing his shoes on the floor, looking more and more like the kid he is by the moment. “Both, I guess.” When the kid glances up, he looks hopeful and nervous, having lost the tough-guy act he’d come in on. “I mean I’m not really sure what to do without one. I nearly killed someone on the way here. The guy was just trying to make sure I wasn’t lost, but he just popped up out of nowhere and I…” The kid trailed off, his eyes looking past the wall in front of them. “…He’s okay. He’s enhanced, so luckily there was no problem there, but if he’d been normal—”  
  
“I get it, you need some training wheels for now. You wanna stay here until your dad comes looking for ya?”  
  
“Yes, Sir!” A small smile flickers across the kid’s face as he stands taller, subconsciously fixing his posture. Rumlow can’t help but let out sigh like he does on a long road trip when it’s his turn to drive again.  
  
“Okay, let’s get started. Sit there.” Rumlow indicates a short-backed reading chair in his living room, pulling the coffee table away from it as Conner sits down. Rumlow slowly paces out the space to make sure there’s enough room. He opens the book in his left hand and turns to the right page. “I don’t know what you’re used to, but we do this my way. Just relax. It’s how I used to do with your dad. Look at me.”  
  
Conner looks intently at Rumlow's face as Rumlow places a grounding hand on the back of Conner’s neck and speaks the first word.  
  
“Правда.” Rumlow let’s his hand slide from Conner’s neck as he backs up a pace. Conner holds his gaze as Rumlow takes another step backwards.  
  
“Локон.” Conner’s eyes begin to lose focus and his posture, though unchanging, becomes rigid. Rumlow takes a step to Conner’s right, beginning to slowly walk a clockwise circle around the chair.  
  
“Пятьдесят два.” Rumlow takes another step, and Conner’s eyes stay straight ahead, unfocused and staring past the wall in front of him.  
  
“Голубое Небо.” Rumlow continues his path around the chair, one step at a time.  
  
“Вулкан.” Conner takes in a breath, quiet but sharp. Rumlow is now standing behind him and reaches his right hand to the right side of Conner’s neck gently and firmly grounding the teen with his presence.  
  
“Нокаут.” A tensing of the jaw and Conner relaxes slightly – unmoving but no longer rigid under Rumlow’s hand.  
  
“Шестнадцать.” Rumlow continues his circle, moving slowly and with punctuated steps. His hand slides around the side and back of Conner’s neck as Rumlow moves.  
  
“Осязательный.” Rumlow has moved back into Conner’s view, moving in from his peripheral. Rumlow is almost in front of Conner again as he speaks the next word.  
  
“Юстиция.” Rumlow steps directly in front of Conner and looks him in the eye with a solid hand on the back of Conner’s neck.  
  
“Красное Солнце.”  
  
Conner’s eyes focus again as he looks into his new handler's face. He smiles. The kid actually smiles as he responds in Russian, “Я готовы соблюдать.”  
  
Rumlow can’t help but ask himself what kind of programming allows a soldier to show emotion. He’s not sure he wants the answer. Maybe they didn’t want him as a soldier, or maybe his half-broken programming lets him smile. The way he looks is relieved, though. Maybe the kid just really needs a handler.  
  
Whatever the case, Rumlow claps a hand on his shoulder and says, “At ease, Kiddo. You can sleep on the couch tonight. I’ll go get you some grub. Anything you want?”  
  
It’s a test. Conner knows it’s a test. So he answers truthfully with a non-answer.  
  
“I trust your judgement.” Then, after a pause, “Nothing with mayo.”  
  
“You got it.”  
  
  
  
_____________________________________  
  
  
  
“So can you help him, 'yes' or ‘no'?”  
  
Rumlow is getting frustrated. The doctor has been using medical and cultural jargon Rumlow wasn’t prepared for. According to his sources, this former neurosurgeon is his best chance to deprogram Conner, but the conversation had thus far been circuitous at best and baloney at face value.  
  
“It all depends on him. I can help, but it’s him who has to do the work. I can’t alter his mind for him. That’s exactly the type of thing we’re trying to prevent. — So, my answer is 'maybe'.”  
  
Rumlow's irritation nearly boils over and he pinches the bridge of his nose with one hand as he gives up on trying to get a straight answer. “Where do we start?”  
  
“How’s his Sanskrit?” the doctor says flatly. He looks serious as a coma and with a casual calm about it. Rumlow grits his teeth. Pierce used to look at him like that, and familiarity of the expression doesn’t put Rumlow at ease.  
  
“Give him a week or two and he’ll be fluent.” The doctor raises his eyebrows but at first, says nothing as he meanders through the dusty library they’re occupying.  
  
“In that case, bring him by tomorrow morning. I’ll have some reading material for him. It’s best he learns these dharanis, sutras and mantras directly from the original texts. He'll be spending a lot of time here since these books don’t leave the library, so be prepared for him to be gone all day.”  
  
Rumlow’s reply is instantaneous. “No. You don’t want him here without a handler.”  
  
“I think I can handle babysitting a teenager. You don’t have to worry. He'll be in good hands.” The doctor seems concerned now, but Rumlow’s willing to bet a kidney that it’s about the wrong thing.  
  
“He doesn’t leave my sight.” Rumlow doesn’t raise his voice, but it’s a near thing, At that, the doctor seems resigned.  
  
“Okay, then. Be prepared to be bored out of your mind.”  
  
________________________________  
  
In the next two weeks , Conner learns four languages. It’s hard at first, studying and sounding out the words as he reads. By the third week, Conner has learned several sutras, concentrating on the Prajñāpāramitā. By this point, Rumlow has become entranced with watching the super-soldier work. At first, it had seemed a bore, but as Conner developed his rhythm, he was no longer mumbling out loud but instead, reading and turning pages faster than Rumlow had previously imagined anyone could think, muchless talk. The energy in the air would shift whenever Conner would meditate and Rumlow, himself would feel calmer and comforted, like having a mug of hot chocolate on a cold day.  
  
By the fourth week, Rumlow sets up one of the spare bedrooms for meditation and yoga, and Conner begins doing a lot of his “work” at home, reciting from memory everything from sutras to dictionary entries.  
  
Conner is still responding to commands, but he seems more calm, slightly slower to respond, as if he’s thinking about the command before acting. Rumlow thinks 'this is a good sign' and the doctor agrees. The activation codes barely elicit a response, though when they do, it seems urgent, almost aggressive, as if his subconscious is afraid to fail and his programming violently takes control of him.  
  
Conner seems happier, and his presence grows on Rumlow until he wonders why they didn’t find each other sooner. At night, Rumlow goes to bed thinking he wishes he could have taken the Soldier and Conner from HYDRA and been away from all the craziness — been a family together. The closest he’d had was visiting Jack and his dorky kid, Trey. They’d have dinner at Christmas and Thanksgiving – nothing major, but enough to feel like he belonged somewhere. Now he knows: Conner belongs with him, and he'll kill anyone who tries to take him.  
  


**Notes for the Chapter:**

>   
>  Superboy’s Activation Code :  
> Truth | Правда (Pravda)  
> Curl | Локон (Lokon)  
> Fifty-Two | Пятьдесят два (Pyat'desyat Dva)  
> Blue Sky | Голубое Небо (Goluboye Nebo)  
> Volcano | Вулкан (Vulkan)  
> Knock-out | Нокаут (Nokaut)  
> Sixteen | Шестнадцать (Shestnadtsat')  
> Tactile | Осязательный (Osyazatel'nyy)  
> Justice | Юстиция (Yustitsiya)  
> Red Sun | Красное Солнце (Krasnoye Solntse)  
>   
> Ready to Comply ( I'm ready to follow ) | Я Готовы Соблюдать  
> (Ya Gotov' Soblyudat')
> 
> Ready to Comply ( I'm ready to answer ) | Я Готов Отвечать  
> Ya Gotov' Otvetchat'
> 
> _______________________________
> 
> TYPICAL CODEBOOK CONTENTS:  
>   
> Commands – evoke simple, conditioned semi-voluntary responses which can be consciously rejected.  
> i.e. “sit”, “eat”, “wait here”, “sleep”  
>   
> Triggers – evoke simple, highly-conditioned involuntary responses.  
> i.e. “stand down”, “come here”, “attention”, “at ease”  
>   
> Orders – evoke complex, conditioned semi-voluntary or involuntary responses.  
> i.e. “pursue”, “eliminate”, “neutralize”, “protect”, “drive/pilot”, “infiltrate”, “escape”, “extract”  
>   
> Activation Codes – cause involuntary activation of obedient “soldier” or “assassin” personality/identity.  
> i.e. 7-12 words and/or phrases spoken in a specific order, often containing symbolism and a combination of colors and numbers.  
>   
> Signals – evoke sensory dependent emotional responses, such as a specific sensation, smell or taste to calm or evoke recognition.  
> i.e. palm on the back of the neck for the soldier or assassin to subconsciously recognize that one is a handler, specifically identified by nuances of physical sensation (like hand size and shape, placement, length of time, pressure and possibly associated smell).


	2. Notations and Character Profiles

**Summary for the Chapter:**

> Some info on this AU and its versions of the characters. Not finished with all of the characters and some profiles are incomplete. While some characters are pretty much straight from canon (such as Aracely Penalba, Teddy Altman, Cassie Sandsmark), several are vastly different (such as Nate Grey/Rogers, Kaine Parker, and Conner Kent/Barnes).  
> Mild spoilers for the comics.  
> I am trying out a new format for the Character Profiles. I intend these to be part of an appendix for the Earth-4568 Series.

**Notes for the Chapter:**

> Disclaimer: I do not own these characters, locations or concepts. All characters, locations and concepts (such as Wakandan technology, the Weapon-X Program or Cadmus' super-clones) which originate from the movies, comic books, novels or other comic-related media belong to Marvel or DC. I receive no financial gain from this work. There are no intended analogies or metaphors in this work which are applicable outside universal concepts or applicable outside the story itself. It is meant to be fanfiction and nothing more. Support the films and comic-book industry. They have amazing stories and products.  
> Enjoy.

**Mature Rating For:** Canon-Typical Violence, Sexual Content, Adult Language, Canon-Typical Trauma. **Additional Tags:** Alternate Universe, Time Travel, Intersex Character, Super-Soldier Serum, Mutants, mentions of child abuse/rape, PTSD, Amnesia, Brainwashing, mild depictions of severe injury and death, Weapon-X, All-New X-Men, X-Men, Avengers, Spider-Man, Klyntar, Project Rebirth, Aged-up Characters, Polyamory, Sexual Content (Logan/Scott/Jean, Daken/Bobby/Johnny, Scott/Victor), Homosexuality, Bisexuality, Heterosexuality, Asexuality Spectrum, Feral Behavior, Super-Soldier Scott, Original Characters, Clone Feels, Non-Canonical Character Deaths, Unhealthy Coping Mechanisms, Kidnapping (Weapon-X Program, HYDRA), Bro-cest (Noh-Varr/Koh-Varr and Raze and Daken’s Pseudo-sexual Relationship), Underage Romance (17-Year-Old Jimmy Hudson / 18-Year-Old Jay Guthrie; 17-Year-Olds Conner Barnes and Trey Rollins; possibly young Bobby Drake and other), Undernegotiated Kink, Size Kink, Sadomasochism.  
  
Primary Settings:  
Earth-4563, Sol System, Milky Way Spiral  
Xavier School for the Gifted, Salem Center, Westchester, New York, U.S.A.  
  
Various Locations, New York City, New York, U.S.A.  
  
S.T.R.I.K.E. Base, Camp Lehigh, New Jersey, U.S.A.  
  
  
  
**General Notes:**  
  
**Fandoms –**  
X-Men – All Media Types  
All-New X-Men  
The Avengers (Marvel) - All Media Types  
Captain America: The Winter Soldier (2014)  
Captain America - All Media Types  
Spider-Man - All Media Types  
The Black Panther (2018)  
Superboy (Comics)  
Venom (Comics)  
Scarlet Spider (Comics)  
New Warriors  
Young Justice (Comics)  
  
  
  
  
**Amalgamation/Crossover AU -**  
In this amalgamation AU, DC characters have been imported to an AU of the Marvel Universe. This Marvel Universe is in turn, is a combination of Earth-616 (Comics) and Earth-199999 (MCU) with other variations, such as Spiderman's origin story being derived from The Amazing Spider-Man movies (Webb) (Earth-120703).  
  
In the DC comics, Superboy dates Wonder Girl, but in this amalgamation AU, Aegis takes her place as Superboy’s Greek-Warrior-themed love interest and Wonder Girl (New 52) is imported as an antagonist/anti-hero. While the main characters such as the Avengers and Brock Rumlow are consistent with the MCU up through Captain America: The Winter Soldier, the canon-divergence alters MCU characters and events thereafter, meaning that though some events, themes and characters from Avengers: Age of Ultron are vastly different. However, for the most part, many of the characters, themes and events of The Black Panther and Doctor Strange remain consistent with the MCU.  
  
Also, some characters are amalgam characters (such as Nate Rogers, derived from Nate Grey of X-Man: All Saints Day (comic, 1997) and the fanfictional Summer Soldier, (with additional "living weapon" inspiration from The New 52: Superboy) and Superboy (Conner Barnes) being derived from Conner Kent of DC: Earth-One with elements of the Winter Soldier. Other characters are related to each other when they are not in the comics and/or movies (such as New Warrior Trey Rollins being the son of Hydra Agent Jack Rollins). Also, the backstories and human hosts of the Klyntar Symbiotes are slightly different, for example, Gwen Stacy with the Symbiote Scorn is the vigilante Violet Spider. However, Venom's history with Peter Parker, Eddie Brock and Flash Thompson are mostly consistent with the comics (Earth-616).  
  
  
**Canon-Typical Violence –**  
The events include fight scenes and vague or medical depictions of severe injury but not any explicit depictions of gore.  
  
**Underage - ? –**  
Trey Rollins and Conner Barnes kiss and begin dating when they are both seventeen-years-old. Jimmy Hudson and Jay Guthrie begin a relationship when Jimmy is seventeen and Jay is eighteen. Romulus sexually abused both Daken Akihiro and Orion Creed when they were minors. There are no other depictions of underage romance, sexuality or sexual interaction. There will be no graphic depictions of sex that includes minors.  
  
**Mild Brainwashing –**  
The use of Red Room activation codes and commands is present, but so far, no active descriptions of related torture, drugging or electrocution. Similarly, Weapon-X conditioning may be mentioned or depicted.  
  
**Sexual Content —**  
There are depictions of sexual interactions in the following pairings:  
Young Scott (Time-Displaced Cyclops) and Victor Creed (Sabertooth)  
Bobby Drake (Iceman), Johnny Storm (The Human Torch) and Daken Akihiro have a three way polyamorous relationship  
Scott Summers (Concurrent Cyclops), Logan Howlett (Wolverine) and Jean Grey (Phoenix) have a complex love triangle that leads to sexual situations.  
Peter Parker(Spiderman), Flash Thompson (Agent Venom | Venom) Gwen Stacy (Violet Spider | Scorn) and Eddie Brock (Toxin, Anti-Venom) form a Polyamorous Relationship, including sexual content.   
  
Threesome – F/M/M, M/M/M  
Tagged for the polyamorous relationship among Flash Thompson, Gwen Stacy and Peter , as well as the relationship among Bobby Drake, Daken Akihiro and Johnny Storm. I'm considering this also being a tag for Jean Grey/Logan Howlett/Scott Summers.  
  
Work in Progress / Working Outline  
  
  
  
**Notes on Earth-4563**  
  
This world is an amalgamation of :  
• Earth-616 (Marvel Universe: Comics)  
• Earth-199999 (Marvel Cinematic Universe)  
• Earth-10005 (X-Men Cinematic Universe)  
• Earth-120703 (The Amazing Spider-Man movies)  
• Earth-One  & New Earth (DCU Main Continuity)  
• Earth-16 (DCU Young Justice Cartoon)  
• Earth-0/Prime Earth (DCU New 52)  
  
Many DCU characters have been amalgamated to fit primarily into the MCU and secondarily, Earth-616. Examples are:  
• Conner Kent as the genetically engineered offspring of Captain America and the Winter Soldier, making him a Super-Soldier instead of a Kryptonian  
. • Garfield Logan as Red Beast Boy is made an inhuman, altered by terrigen mist from a crystal, rather than being genetically altered by a bite from a diseased primate.  
• Leonid Kovar as a half-Kree, cosmic radiation mutate with essentially the same power set as his DCU counterpart and has been given the super-serum enhancement from Department-X and the Red Room of the Marvel Universe.  
• Raymond Terrill as an elemental mutant (X-gene) rather than a metahuman, but otherwise having the same background and power set.  
• Cassie Sandsmark, though still an Olympian demigod with the same powers, is identified as such by HYDRA in her early teenage years and conscripted as a loyal member of the Elites, a covert ops team of enhanced youths run by HYDRA. She defects from HYDRA during the events of Captain America The Winter Soldier when she finds out about Project Insight.  
  
Many aspects of this world are inconsistent with Earth-616. For instance, the time-displaced X-Men of All-New X-Men and X-Men Blue arrive in the present but in a setting most like the X-Men Cinematic Universe and are contemporary with a good Scott Summers instead of his controversial and radical counterpart from Earth-616. While characters like X-23 are rather consistent with Earth-616, they are in a universe with a different setting, for instance, Charles Xavier is alive and the Xavier School for the Gifted (which used to be Xavier School for Gifted Youngsters until the name was changed when it started offering college courses and degrees) is in place of Earth-616’s Jean Grey Institute of Higher Learning. Another notable aspect in this universe are that many ages of characters have changed from their Earth-616 counterparts. One example is Ray Carter is the Earth-616 counterpart to Ray Crisp (of Earth-4563) and while Ray Carter is older, Ray Crisp is about the same age as Zach (Amp) and Gabby Kinney (Honey Badger). Similarly, other characters such as Joshua Foley (Elixir), Jimmy Hudson (Wolverine) and Jubilation Lee (Jubilee) are also younger than their Earth-616 counterparts. Some characters, such as the time-displaced X-Men are aged up, making them older teenagers instead of younger ones. Another age difference is Raze. On Earth-616, he is not born yet but rather a time traveler from the future. On Earth-4563, he is contemporary with the main characters.  
  
Many characters and organizations have alternate origins, such as Romulus being the guiding hand behind the origin and course of the Weapon-X Program and CADMUS being a spin-off of a collaboration between HYDRA and Department-X. The Young Avengers, Titans and Elites have different back stories altogether, with the Young Avengers and Titans being part of the Avengers Failsafe Initiative and gathered together by the Avengers and S.H.I.E.L.D. The Elites are an enhanced youth Strike team organized by HYDRA and disbanded when the events of Captain America: The Winter Soldier take place. The X-Men Gold Team roster is altered, making Storm the leader and removing some members as they are still students on Earth-4563. Nathan Grey, the genetically engineered progeny of Jean Grey and Scott Summers is replaced by the genetically engineered Captain America clone Nate Rogers, also known as the Summer Soldier, who has similar abilities and description to Nate Grey.  
  
Although this world is mostly consistent with the MCU/Earth-199999 up through Captain America: The Winter Soldier, it has off-screen aspects of both Earth-616 and the X-Men Cinematic Universe/Earth-10005, and later MCU movies such as The Black Panther and Doctor Strange take place before Captain America: The Winter Soldier. Likewise, many Earth-616 storylines are not in proper order and elements of the Young Avengers and All-New X-Men take place long before they occur on Earth-616. For instance, elements of 2017 storylines taking place before 2014. Also, several storylines, such as Age of Ultron and Secret Empire are glossed over or non-existent. Other events are similar but different, such as the abduction of Evan Sabahnur by Victor Creed and Daken Akihiro, and this is reflected in characters’ memories, however the drowning of Daken by Logan plays out extremely similarly. During this story (of Earth-4563), Daken has already proven himself to the X-Men and is a member of an X-Men team, though his relationship with Logan still has a long way to go. Evan has forgiven him for the abduction and subsequent beating, but remains cautious of him, recognizing that he is dangerous, even if he is no longer a danger to him. Part of this forgiveness is knowing that Daken was being used and had been previously traumatized and abused, and part of it is feeling like Daken already paid the price for his actions when Logan drowned him.  
  
Minor changes from Earth-616 include a vast quantity of Antarctic Vibranium being available in the world, and unlike Earth-616's "anti-metal", Antarctic Vibranium is stable and does not emit radiation of any kind. Similarly, Inertrite (a metal from the DCU) is a metallic substance made from Wakandan Vibranium and is 2/3 the strength of vibranium and 1/3 the weight. This makes it at least six times lighter than steel and nearly seven times stronger. (In Captain America: The First Avenger, Vibranium is said by Howard Stark to be 10 times stronger than steel at half the weight.) Fictional locations such as Transia, Bialya, Santa Prisca, Wakanda, Latveria and others from the amalgamated universes are present in Earth-4563.  
  
Mutants on Earth-4563 are not created artificially as they are on Earth-1610, but are a naturally occurring phenomenon that has happened since the prehistoric eras as they are on Earth-616 and Earth-10005. On Earth-616, the Mothervine disease is a creation from using the DNA of mutants from Earth-6160 to cause mutations in normal humans on Earth-616 and enhance mutants on Earth-616 with secondary mutations. While Mothervine does not exist on Earth-4568, secondary mutations do if they are relevant to the existing mutation, much like a telekinetic developing telepathy. Continued mutations which elaborate on existing ones also exist on Earth-4563. In X-Men Blue, a future version of Beast is seen with a large spiked tail and a ram-like horn. This suggests that some mutations continue to develop with age on Earth-616. However, on Earth-4563, there are not unrelated secondary mutations as seen with Mothervine on 616 (such as Toad's ability to project fire with his tongue, which is always burning). However there are mutation-related serums on Earth-4563 that are derived from Worthington Labs' “mutant cure”. The initial “cure” was created by Warren’s father to erase his mutation which was viewed as a genetic disease (as seen in X-Men: The Last Stand). This, however was only semi-permanent and could cause other health problems. As Warren’s father recognized Warren’s acceptance of his mutation, he decided that a more controllable and temporary version of the “cure” could be the answer. It would allow mutants to temporarily become normal and with continued use as a medication, keep them that way with much less risk of permanent side effects. This also allows the serum to be militarized as a sort of mutation tranquilizer with much less controversy than the original cure due its temporary nature. The best reception was by mutants like Rogue who want to be able to turn their powers off at times, but don’t want to lose them completely. It wasn’t long before counter-drugs were created to limit the effects of the serum and return to mutants their unique gifts. On the black market, versions of this drug were used to create artificial mutations in non-mutants or amplify existing mutations, though these are unregulated and have a wide variety of effects and success rates. Temporary versions of these power-inducers include Mutant Growth Hormone (MGH) and Artificial Healing Factor (AHF) as seen on Earth-616. Like with many street drugs, a bad batch means many lives lost. Because there is no way to ensure an artificial healing factor will work properly instead of creating overreactions in the subject's body (in a way, similar to some allergies), it is not used in hospitals except by S.H.I.E.L.D. which uses a variety of versions and are matched to the individual patient to reduce the risk of adverse reactions. Permanent power-inducers are often deadly but some will accelerate the development of an existing mutation, though without the growth that comes with it. It would be like Steve Rogers when he ran into a shop window just after he was first enhanced and still adjusting to his larger body (as seen in Captain America: The First Avenger), only without serum enhancement to accelerate the rate of adaption to the new powers, it would be like running into shop windows repeatedly for a very long time. With some mutations, this is dangerous or can even cause insanity (such as in cases of telepathy).  
  
Spiderman's origin story comes from Earth-120703 while Venom’s is most similar to Earth-616. The X-Men origins are a combination of Earth-10005 and Earth-616. The Avengers origins are most similar to Earth-19999.  


  
  
  
  


The character profiles to follow are mainly notes to myself so I am consistent with writing the characters in this AU. They are not intended to be offensive.

  


____________________________________________ 

  
Character Info: 

 

Bucky Barnes/The Winter Soldier :  
Legal Name: Sergeant James Buchanan Barnes  
Rank: Sergeant (U.S. Army)  
Lieutenant Commander (SHIELD/STRIKE)  
Codename: The Winter Soldier  
Soviet Name: Yasha ( Яша )  
Soviet Codename: The Winter Soldier  
Zimnij Soldát | Зимний Cолдат  
HYDRA Title: The Fist of HYDRA  
HYDRA Codename: The Asset  
Description: 6’, 265 lbs Irish-Romanian male  
Long, Dark Brown Hair, Blue Eyes Athletic and thickly muscled,  
Vibranium Prosthetic Left Arm with Star on Shoulder  
Age 101 / 32 (Chronological/ Developmental)  
Historically Romanian Jew.  
Identity: Known  
Motivation: Loyalty to Steve Rogers, Altruism  
Affiliation: Steve Rogers, Superboy, Crossbones, Black Widow Romanoff and the Summer Soldier. S.H.I.E.L.D./ S.T.R.I.K.E  
. Background:  
Major Skills:  
Master Marksman/Sniper; Master of Espionage; Master Assassin; Master Martial Artist (all of them), Aircraft Pilot. Dancing. Motorcycle Riding and Maintenance. Speaks Russian, German, Dutch, Swedish, Ukrainian, English, French, Italian, Romanian, Spanish, Polish, Mandarin, Hungarian, Turkish, Siberian-Turkic, Arabic, Japanese, Wakandan, Korean, Estonian, Czech, Hebrew and some Latin.  
Primary Equipment:  
Sniper Rifle  
Combat Knives and Daggers  


Enhancements:  
Adamant-Vibranium Prosthetic Left Arm  
The original arm was made of a titanium-vibranium alloy by H.Y.D.R.A. during the second World War and marked by the Russians with a Red Star shortly after.  
The modern arm is made of an Adamant-Vibranium alloy and uses a combination of advanced HYDRA-Tech and Stark-Tech, including a Tesseract battery as a power source. It has Holographic Nano-projectors that can change the arm's appearance, including that of natural skin. Shoulder Star - White Star on Blue Circle in a Red Ring (like the center of Captain America's Shield) when he’s Bucky, and Red Star on Metal when he’s the Winter Soldier. The holographic nano-projectors in his vibranium-adamant prosthesis alternate his star’s appearance to match his current state of mind.

  
Super-Soldier Serum – ( Zola )  
Enhanced Physiology, Memory, Immune system and Healing Factor. Enhanced Strength, Speed, Agility, Reflexes, Physique, Durability, Accuracy, Spacial-Visual processing, Tactical Intelligence, and Metabolism. Enhanced characteristics (loyalty, courage, determination).

  


[Based on MCU and Comics. Origin stories can be found in the MCU comic Captain America: First Vengeance and the comic and movie, 'Captain America: The First Avenger' of Earth-199999 as well as some of the minor events from the comics of Earth-616, such as ‘Captain America and Bucky', ‘Captain America: White' and ‘Captain America: Man Out of Time’.]

  


____________________________________________ 

  


  


**Conner Barnes/Superboy :**

**Legal Name:** Conner Joseph Barnes  
**Codename:** Superboy  
**Soviet Name:** Kon  
**Soviet Codename:** The Red Diamond  
Krasnyy Brilliant | Красный бриллиант  
**CADMUS Designation:** Experiment-13  
**Description:**  
Age: 17 years  
Ht./Wt.: 5”9’, 170 lbs. (6'3", 220 lbs. Post Vita-Rays)  
Gender: Male, homosexual  
Eyes: Steel Blue  
Hair: Black-Brown, medium-length  
Ethnicity: ¾ Irish-, ¼ Romanian- American  
Build: Body Builder Physique  
Complexion: Light  
Unique Traits: Pierced Right Ear

 **Motivation:** Freedom, Anger, Protection, Loyalty

 **Background :**  
Conner Barnes was genetically engineered from Steve Rogers and James Barnes and then enhanced with the Wolf Spider Program's super-soldier serum (originally from CADMUS), meaning that he had enhancements from three super-soldier serums: Arnim Zola’s, Abraham Erskine’s and Howard Stark’s. Because Conner’s blood (DNA) became the new gold-standard for super-soldier enhancement, the Red Diamond became his Russian codename when he attended the Red Room for training. Conner’s Codebook bears his symbol, an inverted red equilateral triangle surrounded with two red concentric triangular pentagons (resembling the profiles of old-single-cut diamonds) on a dark blue background. Due to his uniqueness, he was given less brutal training than most and was often called “little brother” by the other Wolf Spiders (his, Ben Reilly, Kaine Parker and Conner’s biological brother, Nathaniel), who found him to be both formidable and endearing. Conner spent most of his time in the U.S., aging normally (whereas Kaine and Ben were artificially aged to 20 and 16 respectively in less than ten years) and experiencing a highly controlled developmental environment designed to simulate modern American settings, such as “normal” grade school and exposure to popular culture. Though he was brainwashed to a degree (command triggers), unlike the other Wolf Spiders, his loyalty was controlled more than his mind. Pierce played a key role in the emotional manipulation and was a significant authority figure in Conner’s early life. Pierce became uncharacteristically fond of him, making this endearment of Conner one of Pierce’s weak points. Whereas Pierce loved the Winter Soldier as one might love their car or favorite possession, he loved Conner like a son.

 **Major Skills:**  
Gymnastics. Creative Endeavors, Architecture. Speaks English and French. Weight Lifting. Hand to hand combat (Russian: Sambo and Systema; Brazilian: Capoeira; American MACP and MCMAP; Taekwondo, Eskrima.)

 **Primary Equipment:**  
**Static Field Escrima Sticks**  
These escrima sticks are designed to create a static cushion around them (with customizable taser levels) for the purpose of lessening the impact from Conner’s strikes. Due to his super strength, he can hit very hard, and the static field escrima sticks balance out the extra force of impact. Conner was trained to use them properly by Bucky and Rumlow. They were created from Tesseract Technology by Conner’s brother, Nate Rogers. The Static Field technology is commonly referred to as “impact dampeners”. Tony Stark temporarily called them 'pillow batons'.

 **Enhancements:**  
**Super-Soldier Serum** ( inherited - Erskine + Zola )  
Enhanced Physiology, Memory, Immunity and Healing Factor. Enhanced Strength, Speed, Agility, Reflexes, Physique, Durability, Accuracy, Spatial-Visual processing, Tactical Intelligence, and metabolism.

 **Super-soldier Serum** ( acquired – CADMUS )  
Extreme Super-strength, Super-speed, Super-hearing and -vision. Super Durability. Tactile Telekinesis ( Super-Strength, Super-speed, Enhanced acrobatic and jumping abilities, Invulnerability. )

 **Source of Basis:**  
_Superboy_ (1994) and _Young Justice_ (1998) Comics  
_New 52: Superboy_ (2011) Comic

 

 

______________________________

Activation Code :  
Truth Правда  
Curl Локон  
Blue Sky Голубое Небо  
Fifty-Two Пятьдесят два  
Volcano Вулкан  
Knock-out Нокаут  
Sixteen Шестнадцать  
Tactile Осязательный  
Justice Юстиция  
Red Sun Красное Солнце 

_________________________________________ 

 

Nate Grey/X-Man/Summer Soldier :  
Legal Name: Nathaniel James Rogers  
Codenames: The Summer Soldier, X-Man Soviet Name: Natan Stepenov ( Натан Cтепанов )  
Soviet Codename: The Summer Saint  
Letnij Svyatoy | Летний Cвятой 

CADMUS Designation: Experiment-X  
Identity: Classified 

Description: 6'1” 175 lbs Euro (Irish) male  
Blue Eyes, Medium-Length Auburn Hair with a silver streak off-center on at his hairline,. Thin / Lean, Near-Identical to Captain America, thick Russian accent, Glowing (Tesseract-Blue) Left Eye. Metal Right Arm with a Black Hammer and Sickle symbol on Shoulder. Tattoo of black color-inverted “x” on right pectoral. Age 34/19 Years (Real/ Developmental). 

Background: In 1981, Natan Stepenov was created in a Siberian HYDRA lab as the primary subject of the original Project Cadmus, cloned from Steve Rogers to be HYDRA's next super-soldier and the one capable of countering the Winter Soldier without damaging him. He was enhanced with the Tesseract, gaining Omega-level psionic abilities and vastly enhanced intelligence. His original function was to ensure the success and survival of the Winter Soldier during high priority missions. As such, he was originally put in cryostasis when the Winter Soldier was. However, the memory wipes didn’t stick since he was effectively capable of reading his own mind, along those of anyone else who knew he was being wiped. The mind control, on the other hand, was more effective on him than others since the aggressive hypnosis was largely dependent on the subject’s levels of intelligence and creativity. He was involved in designing much of HYDRA's newer Tesseract-based technology and was rarely needed for missions. After Conner was created, Natan was kept out of cryo to serve his new primary purposes within HYDRA: protecting the child and ensuring the success of the newly created organization within HYDRA called C.A.D.M.U.S., including the success of Department-X's re-commissioned Wolf Spider Program involving the cloning of Peter Parker to create Ben and Kaine Petrov. Natan was called the Summer Saint since he could counteract the Winter Soldier better than any handler, and with him, one knew he would either receive an impeccable rescue or an instantaneous and painless death, rather than any sort of interrogation. Interrogations would be unnecessary due to his hitherto unmatched telepathic abilities. Natan was often addressed as Svyatoy or “Saint” by HYDRA, C.A.D.M.U.S. and Department-X personnel. At one point in the mid '90’s, Natan gained solitary access to the Tesseract (via S.H.I.E.L.D.) and was able to create a functional “copy” of the Space Stone and use its teleportation power to switch it with the real Space Stone within the Tesseract. He hid the original Space Stone within his optical implant in his left eye, where it remains undetected by any other person or entity. In order to preserve reality as we know it and prevent undue use of the Infinity Stone, he used his own variation of mind control on himself and set boundaries and limits on his ability to use it. Natan’s programming regarding Conner provoked genuine concern for his wellbeing despite his own generally stoic nature. Though he was in charge of protecting the Wolf Spiders, he was one of them when it came to Red Room conditioning and training. When the other Wolf Spiders were trained by the Winter Soldier, he was, as well. In preparation for Project Insight, Natan was moved to a HYDRA base in Latveria where Dr. Doom agreed to keep him in place and in tact. Natan had already predicted the project’s failure and began preparing for his inevitable liberation while remotely monitoring the Winter Soldier’s health. 

Major Skills: Advanced Medical Procedures, Tesseract-Tech/HYDRA-Tech Mechanics and Engineering. Theoretical, Nuclear and Extraterrestrial Physics. Aviation and Automotive Mechanics. Highly Advanced Information Technology. Gourmet Cuisine. Gymnastics, Trained by Winter Soldier in Espionage, Dance, Martial Arts and Assassination. Speaks Russian, German, Dutch, Swedish, Norwegian, Icelandic, Ukrainian, Czech, English, French, Italian, Romanian, Portuguese, Spanish, Mandarin, Arabic, Japanese, Wakandan, Urdu, Swahili, Yoruba, Cantonese, Tibetan, Sanskrit, Nepalese, Hindi, Icelandic, Korean, Thai, Gaelic, Greek, Latin, Tsalagi, Lakota, Inuit, Aleut, Polish, Bengali, Turkish, Sumerian, Persian, Siberian-Turkic, Finnish, Hungarian, Yiddish and various computer languages. 

Primary Equipment:  
HYDRA-Tech Wakandan Spear  
Creates Tesseract-based Energy Projectiles.  
Constructed after Nate’s extended stay in Wakanda.  
Appears like a combination of a Stargate spear and a Wakandan spear.

Enhancements:  
Super-Soldier Serum ( inherited - Erskine )  
Enhanced Physiology, Memory, Immunity and Healing Factor. Enhanced Strength, Speed, Agility, Reflexes, Physique, Durability, Accuracy, Spacial-Visual processing, Tactical Intelligence, and metabolism. 

Psionic Enhancement — Tesseract-Based  
(Limited Precognition, Telekinesis, Limited (45 meters) Teleportation, Limited Extra-Sensory Awareness, Psychometry, Extremely Enhanced Intelligence.

Optical Neural Implant ( Biocom and HUD ) —  
Tesseract-Tech — Allows him to monitor vitals and medical conditions (from the presence of mild hunger to complex biochemical or surgical conditions) of the people in his environment. There is an implant in the Winter Soldier’s prosthetic arm which communicates directly with Nate’s optical biocom to give him information on the Winter Soldier’s condition regardless of the distance between them. 

Bionic Metal Prosthetic Right Arm  
HYDRA-Tech — Near-identical to the Winter Soldier’s prosthetic arm. Nate’s original arm was removed (by C.A.D.M.U.S./ HYDRA) for the sole purpose of attaching the bionic prosthesis. It is marked with a black Hammer-and-Sickle symbol on the shoulder. 

 

Activation Code :  
Brotherhood братство  
Two Hundred Двести  
Grey Серый  
Savage Land Дикий Земля  
Sunset Закат  
White Streak Серебристый Полоса  
Cyclops Циклоп  
Ninety-Five Девяносто Пять  
Blue Cube Синий Куб  
New Twin Новый близнец 

 

  
[Primarily Based on Nate Grey of the Marvel Comic 'X-Man: All Saints Day' and the fanfictional Summer Soldier, although there are several references to Nate Summers, aka Cable.] 

__________________________________________

 

Brock Rumlow/Crossbones :  
Legal Name: Commander Brock Rumlow  
Codename: Crossbones  
Identity: Classified  
Description: 6’4”, 285 lbs, Italian Amer. male Black Hair, Brown Eyes  
Large Body Builder (post-serum) Thick Brooklyn Accent  
Age 42 Years.  
  
Motivation:  
Vengeance, Redemption, Survival, Order Affiliation: Bucky Barnes. Superboy. S.T.R.I.K.E. Previously H.Y.D.R.A.  


Major Skills: Helicopter Piloting. Martial Arts, Espionage, Infiltration, Interrogation. Winter Soldier Handling and Maintenance. Firearms and Combat Weapons Expertise and Maintenance. 

Background:  
  
Primary Equipment:  
Taser Eskrima Sticks  
  
Enhancements:  
Mutant X Gene Activation Serum  
(enhanced resistance to manners of previous injury).

 

Eventually:  
Super-Soldier Serum – CADMUS  
Enhanced Physiology, Immunity, Memory, Strength, Speed, Agility, Reflexes, Physique, Durability, Accuracy, Spacial-Visual processing, Tactical Intelligence, and metabolism. High Healing Factor. Enhanced character traits: Determination, Discipline, EQ, Dominance

 

[Based on MCU and Comics]

 

__________________________________________

 

______

Peter Parker/ Spiderman :  
Legal Name: Peter Benjamin Parker  
Codename: Spiderman  
Description: 5’9”, 140 lbs Euro-mix male  
Medium-Brown Hair, Hazel-Brown Eyes, Lean, Slender, Lighthearted Smartass,  
Age 20 Years.  
Identity: Classified  
Motivations:  
Altruism, Loyalty/Trust, Sense of Responsibility, Love, Compassion  
Affiliations: Avengers, Fantastic Four  
Venom/Flash Thompson, Toxin/Eddie Brock, Gwen Stacy, Felicia Hardy, Kaine Parker, Ben Reilly, Deadpool 

Background:  
Major Skills:  
Enhancement:  
Genetic Mutation Anomaly – Spider  
Enhanced Reflexes, Sensory Awareness, Agility and Regeneration Factor. Super-Strength (can lift a little more than 15 tons), Super-Durability. Mechanical Biocable Web-Shooters. Surface Adhesion. Extra-Sensory Awareness (Spider Sense). Perfect physical balance. 

[Character based on Peter / Spider-Man from the Comics and 'The Amazing Spider-Man' (movie). Uniform is based on 'The Amazing Spider-Man' (movie). Like in the Comics, Peter has a very strict “No Killing” policy. For the purposes of this story, the name of the Comics, etc. is ‘Spider-Man’, and the character’s name is 'Spiderman'. The backstory to how Spiderman got his powers is derived from both of 'The Amazing Spider-Man' movies. 

__________________________________________ 

 

Flash Thompson/ Venom :  
Legal Name: Corporal Eugene Thompson  
Codename: Agent Venom  
Description: 6’2”, 230 lbs Irish male  
Blond Hair, Blue Eyes, Black Webbing  
Lean & Ripped, Confident, Attractive.  
Legs are amputated just above the knees, and Venom usually forms living prostheses identical to his original limbs.  
Age 21 Years.  
Identity: Classified  
Motivations:  
Love, Redemption, Protective Nature, Patriotism, Compassion  
Affiliations: Avengers, Spiderman, Toxin, Violet Spider, Scarlet Spider, Spiderboy, U.S. Army,  
S.H.I.E.L.D./ S.T.R.I.K.E.  
Major Skills:  
Background:  
Primary Equipment:  
Enhancement:  
Vibranium-Enhanced Klyntar Symbiote: Venom  
(Enhanced Sensory Awareness, Extra-Sensory Awareness, Super-Durability, Super-Strength (can lift 30 tons), -Speed, -Agility, -Endurance, -Reflexes. Conditional Extreme Regeneration Factor. Organic Webbing. Organic Tendrils. Dimensional Aperture. Oral Venom. Organic Vibranium Armor (with invulnerability to sound, light, physical damage, flames; weak to electricity, extreme temperatures). Immunity to Enhanced Sensory Awareness, Extra-Sensory Awareness and Precognition. Limited Shapeshifting and Camouflage. Constituent Matter Generation, Manipulation and Absorption. Surface Adhesion. )

[[ EVENTUALLY ]]

Genetic Mutation Anomaly – Venom  
(Enhanced healing factor and durability. Sharp teeth. Immunity to venom (stings, snakebites, etc.). limited extrasensory awareness (limited spider-sense).

 

[Based on Agent Venom (Flash) of the Venom Comics, 'Ultimate Spider-Man' (cartoon), and 'The Amazing Spider-Man' (movie, Webb). His relationship with Peter and Gwen is inspired by the fanfiction, 'In Little Ways When Everything Stays' by aloneintherain. ] 

_____________________________________________ 

 

Eddie Brock/ Toxin :  
Name: Agent Edward Charles Allan Brock, Jr.  
Codename: Toxin  
Description: 6’4”, 320 lbs (all muscle) male  
Dark Blond Hair, Blue Eyes,  
Thick Body Builder, Attractive, Charismatic, Masculine. Sharp Teeth, Red and Blue Webbing.  
Age 36 Years.  
Identity: Classified  
Motivations:  
Protective Territorialism, Sense of Belonging, Vengeance, Overachievement, Patriotism  
Affiliations: S.H.I.E.L.D./ S.T.R.I.K.E., Peter Parker, Venom, Toxin, Kaine Parker, Ben Reilly, Gwen Stacy  
Major Skills:  
Background:  
Primary Equipment:  
Enhancements:  
NOTE : Eddie Brock had/has Olympic-level strength, fitness and coordination without enhancements.  
Genetic Mutation Anomaly – Venom  
(Enhanced healing factor and durability. Sharp teeth. Immunity to venom (stings, snakebites, etc.). limited extrasensory awareness (limited spider-sense).

Strongest Terran Klyntar Symbiote: Toxin  
(1000th generation)  
(Enhanced Sensory Awareness, Tactile Telepathy, Extra-Sensory Awareness, Super Durability, Super-Strength (can lift 75 tons), -Speed, -Agility, -Endurance, -Reflexes. Extreme Regeneration Factor. Complete Disease, Disorder and Venom/Poison/Toxin Immunity. Aggression-Relative Strength and Size. Organic Webbing. Organic Tendrils. Organic Armor, Dimensional Aperture (pocket), Enhanced Sensory Awareness and Extra-Sensory Awareness. Immunity to Extra-Sensory Awareness and Precognition. Limited Shapeshifting and Camouflage. Surface Adhesion. Constituent Matter Generation, Manipulation and Absorption. )

 

[ Based on The Amazing Spider-Man and Venom Comics (Earth-616). ]

______________________________________________

 

Gwen Stacy/ Violet Spider/ Scorn :  
Name: Gwendolyn Maxine Stacy  
Codename: The Violet Spider, Scorn  
Description: 5’9”, 135 lbs. Female  
Blond Hair, Green Eyes, White-Lavender Webbing. Age 19 Years.  
Identity: Secret  
Motivations:  
Love, Altruism, Compassion  
Affiliations: Spiderman, Venom, Toxin, Spiderboy, Scarlet Spider

Major Skills:  
Background:  
Primary Equipment: 

Enhancements:  
2nd Strongest Terran Klyntar Symbiote: Scorn  
(1000th generation)  
(Enhanced Sensory Awareness, Tactile Telepathy, Extra-Sensory Awareness, Super Durability, Super-Strength (can lift 75 tons), -Speed, -Agility, -Endurance, -Reflexes. Extreme Regeneration Factor. Organic Webbing. Organic Tendrils. Organic Armor, Dimensional Aperture (pocket), Enhanced Sensory Awareness and Extra-Sensory Awareness. Immunity to Extra-Sensory Awareness and Precognition. Limited Shapeshifting and Camouflage. Surface Adhesion. Constituent Matter Generation, Manipulation and Absorption. Technology interfacing, manipulation and integration.)

[Spider-Gwen Uniform in Light Violet and White. Scorn’s general look and bionic metal right arm. She is based on Spider-Gwen from the Comics and Gwen Stacy from the comics and movie 'The Amazing Spider-Man'. ] 

______________________________________________ 

 

Ben Reilly/ Spiderboy :  
Legal Name: Benjamin Reilly  
Codename: Spiderboy  
Soviet Name: Benjamin Petrov  
( Бенджамен Петров )  
Soviet Codename: The Scarlet Spider  
Bagrynyy Pauk | багряный Паук 

Description: 5’9’, 150 lbs Euro mix male  
Dirty-Blond Hair, Hazel-Brown Eyes, Thin, Lean, Athletic, Identical to Peter Parker. White organic webbing (supplemented with mechanical biocable Web-Shooters).  
Age 4/15 Years (Real/Developmental, Artificial Aging).  
Identity: Secret  
Motivations:  
Loyalty, Trust, Altruism  
Affiliations: Spiderman, Venom/Flash, Toxin/Eddie, Scorn/Gwen, Deadpool, Kaine, Carnage, Vigilante  
Background: Created by C.A.D.M.U.S. in conjunction with HYDRA and Dept.-X to be a super-soldier-serum-enhanced clone of Peter Parker with super-spider venom genetic alteration. Because HYDRA believed only Peter (whose genetic material was used to create the super-spiders) could be genetically mutated by the super-spiders (that his father, Dr. Richard Parker, genetically engineered as seen in The Amazing Spider-Man and The Amazing Spider-Man 2, Webb) C.A.D.M.U.S. used Peter’s DNA to create Ben, who is a Red Room graduate from Dept.-X's re-commissioned Wolf-Spider Program, the male equivalent of the Black Widow Program and as skilled as (though less experienced than) Black Widow Natasha Romanoff. During his early life, he was raised in the same staged educational environment as Superboy, and they were best friends His Codebook has a faded dark-blue cover with a red spider symbol. 

Enhancement:  
Genetic Mutation Anomaly – Spider  
Enhanced Reflexes, Sensory Awareness, Agility and Regeneration Factor. Super-Strength, Super-Durability. Organic Webbing (white) (and supplementary web shooters and needle-like tranquilizing projectiles, “stingers”) Surface Adhesion. Extra-Sensory Awareness (Spider Sense). Perfect physical balance. Passive camouflage (near-invisibility). 

[Based on the Ben Reilly in the comics and the mannerisms and character of Peter Parker from The Amazing Spider-Man (movie and comics]> The Scarlet Spider Uniform with Sleeveless Blue Hooded Sweatshirt over Red Form-Fitting Textile Armor.] 

_______________________________________________ 

 

Kaine Parker/ Scarlet Spider/ Carnage :  
Legal Name: Kaine Parker  
Codename: The Scarlet Spider, Carnage  
Soviet Name: Kain Petrov ( Кэйн Петров )  
Soviet Codename: The Blood Spider  
Krovavyy Pauk | Кровавый Паук 

Description: 6’5”, 240 lbs Euro-mix intersex  
Long Light-Brown Hair (later, a buzz-cut), Hazel-Brown Eyes, Large and Lean Body-Builder Physique, Biometrically, Identical to Peter Parker and Ben Reilly.  
White webbing as Kaine. Red and Black webbing after bonding with Carnage.  
Age 9/20 Years (Real/Developmental, Artificial Aging).  
Identity: Secret  
Motivations:  
Lethal Protection, Loyalty to Family, Redemption, Anger.  
Affiliations: Avengers, Spiderman, Spiderboy, Venom/Flash, Toxin/Eddie, Scorn/Gwen  
Background: Created by C.A.D.M.U.S. in conjunction with HYDRA and Dept.-X to be a super-soldier-serum-enhanced clone of Peter Parker with super-spider venom genetic alteration. Because HYDRA believed only Peter (whose genetic material was used to create the super-spiders) could be genetically mutated by the super-spiders (that his father, Dr. Richard Parker, genetically engineered as seen in The Amazing Spider-Man and The Amazing Spider-Man 2, Webb) C.A.D.M.U.S. used Peter’s DNA to create Kaine. Kaine is a Red Room graduate from Dept.-X's re-commissioned Wolf-Spider Program, the male equivalent of the Black Widow Program and as skilled as (though less experienced than) Black Widow Natasha Romanoff. Instead of sterilization for his Red Room graduation ceremony, he was infused with vibranium by the Weapon-X Program in exchange for nearly a metric ton of Antarctic vibranium provided by HYDRA. Kaine’s HYDRA programming was rarely activated. His Codebook has a black cover with a red spider symbol. 

Enhancements:  
Genetic Mutation Anomaly – Spider  
Enhanced Reflexes, Sensory Awareness, Agility and Regeneration Factor. Extreme Super-Strength, Super-Durability. Organic Webbing (white). Extreme Surface Adhesion. Night-vision. Extreme Extra-Sensory Awareness (Spider Sense). Perfect equilibrium (physical balance).Arachnid communication.

Super-Soldier Serum – CADMUS  
Enhanced Physiology, Immunity, Strength, Speed, Agility, Reflexes, Physique, Accuracy, Spacial-Visual processing, Tactical Intelligence, and Metabolism. High Healing Factor.

Weapon-X Project  
Extreme Regeneration Factor  
Vibranium Skeleton (Lighter than Adamantium)  
Vibranium “Stingers” / Retractable Wrist Blades 

[The Black and Red Scarlet Spider Uniform. Uniform and Character based on Kaine from the Comics and Ultimate Spider-Man’s Ben Reilly/Scarlet Spider. ]

_______________________________________________

 

Legal Name: Cassandra Elizabeth Sandsmark  
Codename: Wonder Girl  
Identity: Secret  
Description:  
Blue Eyes, Blond Hair, Athletic Build.  
Age: 18 years  
Ht./Wt.: 6’, 160 lbs.  
Gender: Female  
Eyes: Sky Blue  
Hair: Blond, Long  
Ethnicity: Greek-American, Olympian  
Religion: Olympian Paganism  
Build: Athletic  
Complexion: Light  
Unique Traits:  
Motivation:  
Affiliations:  
  
Background: Secretly the daughter of the Olympian God Zeus and renowned human anthropologist Helena Sandsmark, Cassie spent most of her youth on archaeological expeditions. In her late teen years, she accompanied her mother on these expeditions again, where she encountered the Silent Armor of Ares which complements her demigod qualities and abilities and offers her extra protection and strength. In her earlier teen years, she was recruited into the Elites Program of HYDRA and served as Lieutenant to Red Arrow. She is independent, determined and psychologically strong, as well as both callous and compassionate, depending on the person or subject. She believes in one’s responsibility to fight for what they think is right and that conflict and competition lead to peace and success.

Major Skills:

Primary Equipment:  
Silent Armor

Enhancement:  
Olympian Demigoddess (Daughter of Zeus)  
As a daughter of Zeus she has the ability to levitate and to withstand massive amounts of electricity. She has enhanced senses, strength, speed, agility, endurance and durability.

Olympian Champion (Ares)  
As a Champion of Olympus, Cassie has increased demigod powers including super-strength, enhanced senses, speed, agility, endurance, durability and enhanced battle reflexes. Ares sometimes exponentially increases her strength, martial skill, battle reflexes and aggression.

Source of Basis:  
New 52: Teen Titans (2011) Comic

____________________  
  
.  
Tim Drake / Robin :  
Legal Name: Timothy Jackson Drake  
Codename: Robin  
Identity: Secret  
Description:  
Age: 18 years  
Ht./Wt.: 5’9” 145 lbs.  
Gender: Male  
Eyes: Hazel  
Hair: Brown, Short  
Ethnicity: European-American  
Religion: Originally Raised Catholic. Agnostic  
Build: Small, Lean  
Complexion: Light  
Unique Traits:  
Motivation: Truth, Justice, Loyalty  
Affiliations: The Titans  


Background: Tim Drake is the adopted son of a billionaire philanthropist in charge of a multinational technology corporation currently working with Wakandan emissaries to create versions of Wakandan technology which are appropriate for the western world in that they cannot be easily altered to make weapons. His adopted father helped create inertrite, a metal alloy made with an inert form of vibranium with 2/3 the strength and 1/3 the weight of elemental vibranium. This metal was contracted to the military for use in flight vehicles and exoskeleton armor. The EXO-12 Robin wings were originally designed specifically for Tim and are essentially a lightweight and more agile version of winged jetpacks such as the EXO-7 Falcon wings. Tim, a prodigy, was raised going to private school and then homeschooled his way through several degrees, such as advanced information technology, forensics, criminal justice and engineering. His adopted father forbade him from joining the military, but taught him to defend himself and after Tim mastered at least three forms of martial arts, allowed him to moonlight as a vigilante.

Major Skills:

Primary Equipment:  
Mechanical Winged Jetpack — EXO-12 Robin  
Flight. Bad-ass, Opposable, Bullet-proof Inertrite wings. Small Projectile Armaments. Eye protection with combat HUD and A.I. and emergency parachute.

Wakandan Bo-Staff  
This elemental vibranium Bo-Staff is collapsible and can produce a concussive blast excellent for propulsion and blunt force attacks. However, unlike the Wakandan Spears, it is not capable of laser-like or projectile ranged attacks.

Utility Belt  
Houses a number of simple tools and high-tech gadgets, from small blades, tweezers and magnifying lenses to efficient computer hacking hardware.

Inertrite Shuriken Boomerangs  
These Shurikens are shaped like and behave like boomerangs and have a variety of functions, such as ones with explosives, ones that function as grappling hooks, etc.  
  
Enhancement: none  


Source of Basis  
:  
Young Justice (Comic, 1997)  
Teen Titans (Comics, 2000’s and New 52)  


____________________

 

Gar Logan / Beast Boy :  
Legal Name: Garfield Logan  
Codename: Beast Boy  
Identity: Known  
Description:  
Age: 22 years  
Ht./Wt.: 5’10”, 150 lbs.  
Gender: Male, homosexual  
Eyes: Red-Gold  
Hair: Deep Red, Medium-Short  
Ethnicity: European-American / Inhuman  
Build: Lean Muscular  
Complexion: Deep Red  
Unique Traits: Blood Red Complexion and Fur.  
Pronounced, Sharp Canines and Claws.  
Motivation:  
Affiliations: Titans, S.H.I.E.L.D.  
  
Background: Gar spent the first eleven years of his life travelling the world with his parents, veterinary experts in unique and newly discovered species. Aside from spending three years in the Congo working with silver-back gorillas, they never spent more than a year in one location and were some of the only outsiders allowed to study and treat the unique wildlife in Wakanda and visited the secluded nation many times. Significant amounts of time were spent at different locations in South America, especially in the Amazon Rainforest and Andes Mountain Region. In an expedition in the East African nation of Mozambique, Gar found a terrigen crystal and kept it as a souvenir. Subsequently, his skin and hair turned red, red fur grew all over his body and he gained shapeshifting abilities. A few years later, Gar was orphaned at eleven years old when his parents were shot by poachers while trying to protect an endangered species of primate in Wakanda. He spent his remaining school years in and out of Xavier’s School FGY and a prep school in New York City. At one point he was captured by HYDRA and experimented on. They tried to find a way to transfer his abilities to another person, and at the same time, tried to turn him feral, like a wild animal they could train. He was rescued by S.H.I.E.L.D. with help from the X-Men. Since graduating, he has worked as a wildlife field consultant for S.H.I.E.L.D.

Major Skills: Acrobatics and Gymnastics. Extremely knowledgeable about various animal species and ecology as well as being an expert in basic veterinary care. Speaks Dutch, English, some Spanish and Wakandan.

Primary Equipment:  
Shapeshifting Tactical Suit  
The suit shapeshifts with its wearer and becomes nearly immaterial when shape is significantly changed. It normally appears as neoprene shorts and short sleeve shirt and is relatively silent when in motion.  
Enhancement:  
Inhuman – Shape-Shifter  
Garfield Logan can change his size, mass, physiology and biochemistry to emulate any animal he is familiar with and of which he is fairly knowledgeable, even extinct animals. He cannot emulate specific individuals and appears as his own individual and unique self, no matter what animal species he is emulating.

Source of Basis:  
Teen Titans (The New 52)  
The Ravagers (The New 52)  
  
  
____________________

 

Freddy Freeman / CM3 :  
Legal Name: Frederick Christopher Freeman  
Codename: Captain Marvel the Third, CM3  
Identity: Secret, Classified  
Description 1:  
Age: 17 years  
Ht./Wt.: 5’11”, 160 lbs.  
Gender: Male  
Eyes: Blue  
Hair: Black, Short  
Ethnicity: European-American  
Build: Lean, Athletic  
Complexion: Light  
Unique Traits: none. formerly, crippling spinal injury.  
  
Description 2:  
Age: 25 years (Physiologically)  
Ht./Wt.: 6’3”, 210 lbs.  
Gender: Male  
Eyes: Blue  
Hair: Black, Short  
Ethnicity: European-American  
Build: Thick-Muscled, Athletic  
Complexion: Light  
Unique Traits: none

Motivation: Altruism, Friendship, Healing  
Affiliations: The New York Sanctum

Background: Freddy was once an all-star athlete at his high school, but was injured and crippled from a spinal injury in the Battle of New York. Dr. Stephen Strange was his neurosurgeon during one operation, and unable to reattach the nerves of his spinal cord, Dr. Strange gave up on him and considered Freddy's lack of response to the surgery to be one of his own (Dr. Strange's) greatest failures. Not long after, Dr. Strange was injured in a car accident, stopped being a neurosurgeon due to the injuries in his hands, became the Sorcerer Supreme and began his work as leader and guardian of the New York Sanctum. A short time later, Freddy found the New York Sanctum and began studying magic to help him walk again. He was a natural and Dr. Strange helped him to learn to channel healing dimensional energy into his body and use magic to walk again. Like Dr. Strange, Freddy had a knack for the mystical arts and for getting into trouble. Like Dr. Strange, Freddy circumvented Wong to read advanced (forbidden?) books in the library and tried out a spell that changed his life forever. When he used an incantation to channel the strength of Gods in order to permanently regain his full mobility, he was transported into another dimension where an alternate reality magic-wielding version of Captain Mar-Vell bestowed him with the powers of the Gods. Freddy was to become the Mar-Vell's champion on Earth (and additionally, protect his sons, Teddy Altman and Genis-Vell) and was granted his full mobility after proving himself through six trials. When he needed to channel the powers of the gods, he would call out, “Shazam!” and become the third Captain Marvel (after the Kree Mar-Vell and the current Captain Marvel, Carol Danvers). Freddy continues to work at the New York Sanctum as a student, volunteer and guardian. He keeps an eye out for Captain Mar-Vell's sons, though he has not yet met them. They do eventually meet when they are all recruited into the A.F.I.

Major Skills:

Primary Equipment:

Enhancement:  
Transformation  
The ability to magically transform into an alternate version of himself that is empowered by the Ancient Gods and Heroes.  
Powers of the Gods:  
• Wisdom of Solomon: Enhanced Intellect, Eidetic Memory and incredible Knowledge.  
• Strength of Hercules: Super-Strength and Durability.  
• Stamina of Atlas: Endless Stamina, Self-Sustenance and near-Invulnerability.  
• Power of Zeus: Self-propelled Flight, near Immortality, Power Over Lightning and Super-Enhanced Spell-casting.  
• Courage of Achilles: Indomitable Will.  
• Speed of Mercury: Super-Speed and Enhanced Reflexes.  
Transpersonal and Self-Healing  
The ability to use dimensional energy, manifesting as healing lightning, to correct imbalances and disorders and heal injuries. He can use this ability on himself or others.  
  
Source of Basis:  
Young Justice (1998) and Teen Titans (2000’s) Comics

______________________

 

Anita Fite / Empress :  
Legal Name: Anita Fite  
Codename: Empress  
Identity: Secret  
Description:  
Age: 19  
Ht./Wt.: 5’11”, 155 lbs.  
Gender: Female  
Eyes: Brown  
Hair: Black, Curly, Long  
Ethnicity: African-Jamaican-American  
Religion: Practices Vodou  
Build: Athletic  
Complexion: Dark (African)  
Unique Traits:  
Motivation:  
Affiliations:  
  
Background:

Major Skills:  
  
Primary Equipment:  
Emperor’s Stick  
This weapon functions as a quarter-staff when sheathed, but can be pulled apart into matching swords, each handle being the sheathed of the other blade. The wood and blades are enchanted with Vodou magic and cannot break or cause unintentional harm. The wood can be used as a shield against magic.

Enhancement:  
Vocal Coercion:  
Anita is able to make others do her bidding through vocal commands. A common one is “Stop!”, causing her target to stop moving for a few moments. With repetition, she can cause someone to stay unmoving for minutes. Another command might be “Miss!”, causing her target to miss their target.

Teleportation:  
Through her practice of Vodou magic, Anita can appear or disappear in a puff of smoke, teleporting a short distance away (usually about ten meters and about thirty meters, maximum).

Vodou Practitioner  
As an adept of Vodou magic, she can cast various spells and illusions.

Source of Basis:  
Young Justice (1998) Comic

 

____________________

 

Roy Harper / Red Arrow, Arsenal :  
Legal Name: Roy Harper  
Codename: Red Arrow, Arsenal  
Russian Codename: Red Arrow  
Krasnyy Strela | Красныи́ Стрела  
Identity: Classified  
Description:  
Age: 14, Physiologically 22  
Ht./Wt.: 6’1”, 180 lbs.  
Gender: Male  
Eyes: Blue-Green  
Hair: Light Auburn, Short  
Ethnicity: European-American  
Build: Athletic, Lean  
Complexion: Light (Russian-American)  
Unique Traits:  
Motivation: Loyalty, Sense of Accomplishment  
Affiliations: S.H.I.E.L.D., New Warriors, formerly Dept.-X, The Elites  
Background: Roy is an artificially aged clone created by C.A.D.M.U.S. for Dept.-X‘s Wolf Spider Program from the DNA of Black Widow Natalia Romanova, Project Rebirth Super-Soldier Jim Harper and other unknown genetic sources. He was raised in the Red Room from age 3 and became the most successful Wolf Spider (followed closely by Kaine, whose bouts of rage inhibited his own flawlessness) since the Wolf Spider Program’s reinstitution. His cunning and stealth were unmatched by his peers, including Kaine, Match (Rovnya | Ровня) and B-0. After training with Ben Reilly and Conner “Kon” Barnes, he was bought by HYDRA and returned to the U.S. with them. He became the squad leader of the Elite Project's young soldiers and spies, sometimes sharing leadership responsibilities with Cassandra Sandsmark, aka Wonder Girl. When Project Insight failed, he was sold to the Weapon-X Program by Ivan Strucker and moved to Nigeria where he is later rescued in an unrelated raid by several of his old team members (Conner, Cassie, Trey and Ben). 

Major Skills: Master Archer and Marksman, Master of Espionage. Master of Advanced Information technology. Acrobat. Master of several martial arts, including Sambo, Systema; American MACP and MCMAP, Tai Chi and Taekwondo. Pilot: automotive watercraft, small aircraft and helicopters. Proficient with poisons and toxins. Psychic and Mental Defense. Advanced First Aid and Minor Surgery. Speaks Russian, English, Japanese, Latin and French. 

Primary Equipment:  
Vibranium Compound Stealth Bow 

Variety of Arrows (not unlike Hawkeye)  
Freeze Arrows, Tranquilizer Arrows, EMP Arrows, Flash Drive Arrows, Explosive Arrows, Poison Gas Arrows, Projectile Energy Blast Arrows, Lockdown Foam Arrows, Adamantium-tipped Arrows, Tazer Arrows, Sonic Concussion Arrows, Sonic Scream Arrows, Slow Incendiary Arrows, High Density Foam Arrows, Torch Arrows, Acid Arrows, Magically Charged Arrows, Bolo Arrows and Wakandan-Tech Arrows (Active Camouflage, Tech Override, Various Nano-Tech). 

Stealth Tactical Suit 

Utility Belt  
Houses a number of simple tools and high-tech gadgets, from small blades, tweezers and magnifying lenses to efficient computer hacking hardware.  
Enhancement:  
Super Soldier Serum (Department-X)  
Enhanced Physiology, Memory, Immunity and Healing Factor, Strength, Speed, Agility, Reflexes, Physique, Durability, Accuracy, Spatial-Visual processing, Tactical Intelligence, and metabolism. Enhanced characteristics: Resourcefulness, Stoic and Analytic Determination, Practical Intuition.

 

Source of Basis:  
Young Justice (Cartoon), DC Rebirth: The Outlaws (Comics) 

 

____________________ 

 

Ray Terrill / The Ray :  
Legal Name: Raymond C. Terrill  
Codename: The Ray  
Identity: Known  
Description 1:  
Age: 21 years  
Ht./Wt.: 6’0”, 165 lbs.  
Gender: Male, homosexual  
Eyes: Blue  
Hair: Red-Brown  
Ethnicity: European-American  
Build: Slim, Lean Muscled  
Complexion: Light (European-American)  
Unique Traits:  
Description 2:  
Age: 21 years  
Ht./Wt.: 6’0”, 165 lbs.  
Gender: Male, homosexual  
Eyes: White-Gold, Luminescent  
Hair: Flat Black  
Ethnicity: European-American  
Build: Slim, Lean Muscled  
Complexion: Black (Completely Light Absorbing)  
Unique Traits: Appears as complete Shadow and complete light, absorbing light through his skin but emitting light from his eyes, mouth and other accenting features. 

Motivation:  
Affiliations:  
Background:  
Major Skills:  
Primary Equipment: 

Enhancement:  
Elemental Mutant – Light  
Photokinesis – Light Manipulation  
Illusions – Ray can bend light to create convincing illusions and mirages.  
Invisibility – Ray can bend light around himself and others, creating active camoflauge.  
Light Transformation/Teleportation  
Ray can change himself and his clothes into pure light energy and travel any distance at the speed of light. He does not need to breathe while transporting himself as light, but must have all vital necessities (such as gaseous oxygen) when he changes back into his human form.  
Light Absorption and Metabolism  
Ray can absorb sunlight and use the energy to power both his body and his abilities. His mother kept him in a dark basement most of his life to keep his abilities from manifesting. This indicates that his powers require light absorption in order to function. With enough sunlight absorbed, Ray does not need to eat. He can absorb other forms of light, but sunlight is the strongest for him. He occasionally likes to joke that he prefers to “eat light”.  
Light Projection, Emission 

Minor Electromagnetism Manipulation 

Low-Level Telepathy 

 

Source of Basis:  
The Ray (DC Rebirth) Comics and  
Young Justice (1998) Comics 

 

 

 

A.F.I. Young Avengers

 

America Chavez / Miss America :  
Legal Name: America Chavez  
Codename: Miss America  
Identity: known  
Description:  
Age: 18 years  
Ht./Wt.: 6’, 165 lbs.  
Gender: Female  
Eyes: Brown  
Hair: Black-Brown, Long, Curly  
Ethnicity: Latina  
Build: Athletic, Muscled  
Complexion: Dark Tan (Latin American)  
Unique Traits: Matching White Star Outline Tattoos on Insides of Wrists. 

Motivation: Selfless Altruism, Anger, Protection  
Affiliations: S.H.I.E.L.D., New York Sanctum, Young Avengers  
Background: America Chavez was chosen as the second subject for Project Rebirth 3.0 based on her personality, determination, willfulness, ethics and “innate goodness”. She was an orphan whose two mothers sacrificed themselves to save others. She comes from a foster family and is attending Empire State University on scholarship. She occasionally visits the New York Sanctum and S.H.I.E.L.D. for educational purposes. She has mastered one spell from her time spent at the New York Sanctum: a variation of a sling-ring gateway spell. Using the star tattoos on her wrists, she can open a star-shaped teleportation gateway through the mirror dimension without a sling-ring. The star tattoos are linked to the mirror dimension and glow when she uses them to open a gateway. After qualifying for Project Rebirth 3.0, she was enhanced with the same super-soldier serum as Conner. Her tactile telekinesis is stronger than his, but his other serum-enhanced traits and abilities are stronger.

Major Skills:

Primary Equipment:

Enhancement:  
Super-Soldier Serum ( CADMUS )  
Enhanced Physiology, Memory, Immunity and Healing Factor. Extreme Super-Strength, Super-Speed, Enhanced hearing and vision. Super Reflexes, Agility, Durability, Accuracy, Spatial-Visual processing, Tactical Intelligence, and metabolism  
Tactile Telekinesis ( Super-Strength, Super-Speed, Self-propelled Flight, Invulnerability. ) 

Source of Basis:  
Young Avengers (Comics) 

 

____________________ 

 

Eli Bradley / Patriot :  
Legal Name: Elijah Bradley  
Codename: Patriot  
Identity: Classified  
Description:  
Age: 18 years  
Ht./Wt.: 5’10”, 160 lbs.  
Gender: Male  
Eyes: Brown  
Hair: Bald  
Ethnicity: African-American  
Build: Muscled, Athletic  
Complexion: Dark (African)  
Unique Traits:  
Motivation: Altruism, Heroism, Protection, Friendship, Family  
Affiliations: Young Avengers

Background: Eli is the grandson of Isaiah Bradley, a super-soldier from the original Project Rebirth. Isaiah suffered neurological damage from an early version of Erskine’s serum, and the failed experiment was covered up by the U.S. government. Isaiah continued as a soldier in World War II, saving many lives during his tours of duty, but the neurological damage gradually worsened, and many years later, left him with limited mental faculties. Eli considers his grandfather to be the first Captain America since he was the first American super-soldier from Project Rebirth to fight in World War II.  
Eli Bradley is arrested for possession of AHF (Artificial Healing Factor) after taking down violent gang members in his community. He is bailed out by Tony Stark who is aware of his grandfather’s identity as an unsung hero and super-soldier of World War II. Eli inherited some of his grandfather’s enhanced strength which was evident by the damage he did to the gang members. Tony asks him if he’d like to be a subject in Project Rebirth 3.0 and be enhanced with super-soldier serum. He is hesitant asking what the catch is. Tony asks him if he’d consider becoming a SHIELD agent, and Eli responds that he’d rather become an Avenger. Tony says he can arrange that if he’s serious about it. Eli is enhanced with a variation of the CADMUS serum and Vita-Rays from the Chrysalis. He subsequently joins the A.F.I. and models his uniform after his grandfather’s, complete with American-Star Shurikens, white pants, a navy blue WW2 jacket (somewhat similar to a modern motorcycle jacket but with a hidden zipper, a five-point star on the front of the shoulder and a stand collar; it is mostly comparable to the blue jacket worn by Bucky in the movie Avengers: Infinity War) and a red domino-mask. 

Major Skills: 

Primary Equipment:  
Vibranium Heater Shield  
This heater shield is a vibranium replica of Captain America's (Steve Rogers') original star spangled shield from World War 2. 

Five-Point Shurikens  
These throwing stars resemble the stars on the American flag. 

Enhancement:  
Super Soldier Serum – Inherited, Diluted  
Mildly enhanced Physiology and Immunity. Mildly Enhanced Strength, Speed, Agility, Reflexes, Physique, Durability, Accuracy and Metabolism. 

Super-Soldier Serum – CADMUS Variation  
Enhanced Physiology, Memory, Immunity and Healing Factor. Enhanced Strength, Speed, Agility, Reflexes, Physique, Durability, Accuracy, Spatial-Visual processing, Tactical Intelligence, and metabolism. 

Source of Basis:  
Young Avengers (Comics) 

 

____________________

 

Noh-Varr / Marvel Boy :  
Legal Name: Noah Var  
Kree Name: Noh-Varr  
Codename: Marvel Boy  
Identity: Classified  
Description:  
Age: 14 years, Physiologically 21 years  
Ht./Wt.: 5’11”, 160 lbs.  
Gender: Male  
Eyes: Kelly-Green  
Hair: White, Medium-Length  
Ethnicity: Kree, European-American  
Build: Lean Athletic  
Complexion: Light  
Unique Traits: 

Motivation: Objective Practicality, Friendship, Altruism, Whims  
Affiliations: Young Avengers, S.H.I.E.L.D., previously Elites, HYDRA

Background: Noh-Varr was genetically engineered by CADMUS from human and Kree DNA with a unique triple-helix DNA structure. Although he was raised as a HYDRA agent, he was raised in America and doesn’t bear the aggression or ruthlessness typical of Red Room trainees and had more freedom than other agents-in-training. He has always used music as a psychological escape and became proficient in dance. His heightened intelligence (presumably from his Kree side) helps him remain aware, intuitive, objective and foresightful. In his early teenage years, he was one of the Elites’ and enjoys working with others, though he seems it unnecessary as he is somewhat objectively arrogant regarding his capabilities. He later joins the Young Avengers (of the Avengers Failsafe Initiative). 

Major Skills: Master Marksman, preferring sidearms. Expert in Espionage. Expert Acrobat. Has extreme talent for mental math. Expert in music history and theory. Speaks English, German, Russian and Wakandan. 

Primary Equipment:  
HYDRA-Tech Sidearms  
Noh-Varr’s sidearms are HYDRA-Tech, with energy sources created from the Tesseract. These energy sources are external and power the sidearms once in immediate proximity. The sidearms release Tesseract-based energy bolts. 

HYDRA-Tech Gauntlets  
Noh-Varr's gauntlet gloves are silver and have round blue gems below the wrist on the back of the hand which act as power sources to his HYDRA-Tech sidearms, ensuring that only he can use them. He has a spare set that are silver with green gems and another spare set that are gold with red gems. They function no differently but serve fashion-related purposes. 

Enhancement:  
Kree Heritage  
Heightened Intelligence, Flexibility, Durability and Intuition. Super-Speed and Super-Reflexes. Resistance to toxins, poisons and infection.

Genetically Spliced Arachnid Mutate DNA  
Surface Adhesion. Perfect Equilibrium. 

Eventually:  
Super Soldier Serum ( CADMUS )  
Enhanced Physiology, Memory, Immunity and Healing Factor. Enhanced Strength, Speed, Agility, Reflexes, Physique, Durability, Accuracy, Spatial-Visual processing, Tactical Intelligence, and metabolism. 

 

Source of Basis:  
Marvel Boy (Comic, 2000)  
Young Avengers (Comic, 2013)

____________________ 

 

Leonid Kovar / Red Star :  
Legal Name: Captain Leonid Konstantinovich Kovar  
Kree Name: Koh-Varr  
Codename: Red Star  
Soviet Codename: Red Star  
Krasnyy Zvezda | Красный Звезда  
Identity: Known  
Description:  
Age: 15 years. Physiologically 23 years.  
Ht./Wt.: 5’11”, 190 lbs.  
Gender: Male  
Eyes: Green  
Hair: Blond, Short, Crew-Cut  
Ethnicity: Kree, European (Russian)  
Build: Large, Muscular  
Complexion: Light (European)  
Unique Traits: 

Motivation: Altruism, Heroism, Love, Family, Friends, National Pride  
Affiliations: Noh-Varr, X-Men, A.F.I., the Xavier School for the Gifted 

Background: Leonid was created around the same time as Noh-Varr, as Dept.-X's version of a Kree-Human hybrid. Unlike his genetic half-brother Noh-Varr, Leonid was conceived through combining Kree genes with an unadulterated, natural human egg and was grown naturally in his mother rather than in an artificial womb. His mother was a telekinetic mutant and he has a mutant X-gene, though it has not presented itself, possibly because of his Kree heritage or the Dept.-X super-serum which genetically modified him. He was raised Soviet and patriotically joined the Red Room at age 7 (physiologically, age 10) and was injected with Dept.-X's version of the Super-Soldier Serum — the same serum used on spies like Black Widow Romanov and Red Arrow. Although he trained with the Wolf Spiders, he was not in the Wolf Spider Program. The KGB publicly portrayed him as a superhero, and he became locally famous for assisting in containing nuclear power plant accidents and helping fly people to safety after absorbing the deadly radiation himself. His training as a spy and assassin was kept secret from the public and he never was given an espionage assignment despite his extensive training. This was in part because he was considered a citizen and public figure instead of an asset and was given much more autonomy in his teenage years. After he found out about Noh-Varr at age 13 (physiologically 21), he travelled to the U.S. to seek out his half-brother. He was welcomed as a student at the Xavier School for the Gifted, where he is learning about American culture and training to become an X-Man. He is part of the Avengers Failsafe Initiative on the Young Avengers team with his brother Noh-Varr. 

Major Skills:  
Primary Equipment:  
Traditional Kree Military Uniform  
This uniform has the pattern and symbols of traditional Kree military uniforms, and colored with upper chest shoulders, pants and boots bearing black and the rest of his torso and his short sleeves bearing medium-dark military green, with red accents and red Kree eight point star symbol over the sternum. His original uniform had a red five-point star over the sternum. 

Enhancement:  
Kree Heritage  
Heightened Intelligence, Flexibility, Durability and Intuition. Super-Speed and Super-Reflexes. Resistance to toxins, poisons and infection. 

Cosmic Ray Genetic Mutation – Inherited  
Cosmic Energy. Projection, Absorption and Manipulation of cosmic energy, radiation, fire, light and other energies.  
Photonic Energy. Manual Photonic Energy Blasts and Protective Force Fields.  
Voluntary Corporal Combustion.  
Self-sustenance. Ability to metabolize sunlight and radiation and thrive in inhospitable environments.  
Superhuman Traits. Super-Speed, Super-Strength, Super-Agility, Super-Reflexes, Super-Durability. 

Super Soldier Serum (Department-X)  
Enhanced Physiology, Memory, Immunity and Healing Factor, Strength, Speed, Agility, Reflexes, Physique, Durability, Accuracy, Spatial-Visual processing, Tactical Intelligence, and metabolism. 

Source of Basis:  
Teen Titans (2000’s) Comics  
Captain Marvel (Marvel) Comics 

 

____________________

 

Ben Reilly/ Spiderboy :  
Legal Name: Benjamin Reilly  
Codename: Spiderboy  
Soviet Name: Benjamin Petrov  
( Бенджамен Петров )  
Soviet Codename: The Scarlet Spider  
Bagryanyy Pauk | багряный Паук  
Identity: Secret  
Description:  
Age: 8 years, Physiologically 15 years  
Ht./Wt.: 5’9”, 150 lbs.  
Gender: Intersex, bisexual  
Eyes: Hazel-Brown  
Hair: Medium-Brown  
Ethnicity: European-American  
Build: Thin Athletic  
Complexion: Light  
Unique Traits: Identical to Peter Parker. White Organic Webbing (supplemented by biocable web-shooters).  
Motivations: Loyalty, Trust, Altruism  
Affiliations: Spiderman, Venom/Flash, Toxin/Eddie, Scorn/Gwen, Deadpool, Kaine, Carnage, Vigilante 

Background: Created by C.A.D.M.U.S. in conjunction with HYDRA and Dept.-X to be a super-soldier-serum-enhanced clone of Peter Parker with super-spider venom genetic alteration. Because H.Y.D.R.A. believed only Peter (whose genetic material was used to create the super-spiders) could be genetically mutated by the super-spiders (that his father, Dr. Richard Parker, genetically engineered as seen in The Amazing Spider-Man and The Amazing Spider-Man 2, Webb) C.A.D.M.U.S. used Peter’s DNA to create Ben, who is a Red Room graduate from Dept.-X's re-commissioned Wolf-Spider Program, the male equivalent of the Black Widow Program and as skilled as (though less experienced than) Black Widow Natasha Romanoff. His Codebook has a faded dark-blue cover with a red spider symbol. 

Primary Equipment:  
Stingers / Web-Shooters:  
Appear as wrist bracers made up of small tubes. These projectile weapons shoot darts with tranquilizers and toxins, projectile tazers, projectile EMP nodes and act as web-shooters with biocable webbing. 

Utility Belt  
Houses a number of simple tools and high-tech gadgets, from small blades, tweezers and magnifying lenses to efficient computer hacking hardware. 

Enhancement:  
Genetic Mutation Anomaly (Arachnid Mutate)  
Enhanced Reflexes, Sensory Awareness, Agility and Regeneration Factor. Super-Strength, Super-Durability. Organic Webbing (white) (and supplementary web shooters and needle-like tranquilizing projectiles, “stingers”) Surface Adhesion. Extra-Sensory Awareness (Spider Sense). Perfect physical balance. Passive camouflage (near-invisibility). 

Source of Basis:  
The Amazing Spider-Man (comics)  
Peter in Spiderman: Homecoming (movie, 2017)  
**[The Scarlet Spider Uniform with Sleeveless Blue Hooded Sweatshirt over Red Form-Fitting Textile Armor.] 

 

____________________

 

Billy Kaplan / Asgardian, Wiccan :  
Legal Name: William “Billy” Kaplan (Maximoff)  
Codename: Asgardian, Wiccan  
Identity: known  
Description:  
Age: 18 years  
Ht./Wt.: 5’10”, 140 lbs.  
Gender: Male  
Eyes: Amber-Brown  
Hair: Dark Brown, Medium Long  
Ethnicity: Sokovian-American  
Build: Thin, Lean  
Complexion: Light  
Unique Traits:  
Motivation: Altruism, Love, Heroism  
Affiliations: New York Sanctum, A.F.I. 

Background: He is the younger brother of Wanda and Pietro Maximoff, but from a young age, was kept as a human experiment by HYDRA at a base in Massachusetts where he was adopted by HYDRA scientists. He was enhanced with Tesseract-based technology as a kid. He learned of his captivity and the experiments of HYDRA after finding some of his adoptive parents lab books. He used his powers to escape and leave HYDRA behind. After that, he went to school in upstate New York and was picked on for his homosexuality. He was temporarily kidnapped by Loki and was infused with the Aether, also known as the Reality Stone. The Aether normally burns away its hosts, but found a unique harmony with Billy. Since then, he left the Xavier School and travelled to the New York Sanctum where he began to train with Dr. Strange, who is teaching him to control and focus his reality-bending abilities. 

Major Skills:

Primary Equipment:  
Staff of Druidry  
Once, a relic created and used by the previous Sorcerer Supreme (immediately before Doctor Strange), now, it is used by Wiccan as his fated 'relic'. The previous Sorcerer Supreme created it during her first century of life, before she began drawing power from the Dark Dimension. It is a simple wooden quarter-staff topped like a typical knotted stave. The veins and cracks in the staff glow when he uses it to channel, magnify and/or direct magical or electrical energy.

Enhancement:  
Psionic Enhancement — Tesseract-Based  
Telekinesis, Teleportation, Psionic Shields Psionic Lightning.

Eventually:  
Psionic Enhancement — Reality-Stone-Based  
Omega-Level Telekinesis, Flight, Reality Manipulation, Tactile Telepathy. 

 

Source of Basis:  
Young Avengers (Comics, Earth-616) 

 

Teddy Altman / Hulkling :  
Legal Name: Theodore Rufus Altman  
Codename: Hulkling  
Skrull Name: Dorrek VIII  
Identity: Secret  
Description 1:  
Age: 19 years  
Ht./Wt.: 6’1”, 195 lbs.  
Gender: Male  
Eyes: Blue-Green  
Hair: Blond, Medium-Length  
Ethnicity: European-American  
Build: Athletic, Large Frame, Thick Muscles  
Complexion: Light  
Unique Traits: Five piercings in each ear.

Description 2:  
Age: 19 years  
Ht./Wt.: 7’4”, 475 lbs.  
Gender: Male  
Eyes: Blue-Green  
Hair: Blond, Medium-Length  
Ethnicity: Kree-Skrull  
Build: Very Muscular, Very Large, Hulk-like  
Complexion: Light Yellow-Green  
Unique Traits: Large Scale-Pauldrons on shoulders, ear piercings, green skin and Hulk-like build.  
Motivation: Altruism, Love  
Affiliations: New Warriors, Billy Kaplan,  
Rightful Skrull Emperor (uncrowned by choice, neutral in Kree-Skrull conflict). 

Background: Teddy is the son of the late Skrull Empress and the late Mar-Vell (once codenamed Captain Marvel, before Carol Danvers), a deceased officer in the Kree Empire's military. Teddy was raised on Earth by his mother’s handmaiden and considers himself a creature of Earth, despite his extraterrestrial heritage. He remains neutral in the ongoing Kree-Skrull conflict and only interferes on behalf of Earth. He has refused the Skrull Imperial Throne several times. He has passing alliances and conflicts with other Kree or Skrull individuals and small groups, but these are usually temporary as he maintains neutrality and uses that neutrality to protect Earth from invasion by either of his peoples. He is going to college at Empire State University and is homosexual. His goal is to eventually become an Avenger. 

Major Skills: 

Primary Equipment:  
Shapeshifting Tactical Suit  
The suit shapeshifts with its wearer and becomes nearly immaterial when shape is significantly changed. It normally appears as neoprene pants and sleeveless purple and black shirt and is relatively silent when in motion.  
Enhancement:  
Super-Skrull / Kree Hybrid Heritage  
• Metamorphic Shapeshifting – Teddy is capable of changing his appearance and physiology to completely mimic any individual and their unique physical or biochemical telemetry. He cannot simulate others' unique abilities despite being able to duplicate their DNA. He cannot change size beyond relative similarity, and is limited to growing to the size of a Hulk or shrinking to the size of a child.  
• Generic Partial Shapeshifting – He can form extra limbs or wings and adapt existing ones, from stretching his limbs out in an elastic-like manner to manipulating the size and shape of his limbs to mimic that of any real or imagined creature.  
• Super Strength – In all his forms, including his human body, he retains super-strength and super-durability. His strength is comparable to the Hulk's, but unlike the Hulk, his size and strength are not dependent on his state of mind or emotions.

 

Source of Basis:  
Young Avengers (Comics, Earth-616) 

 

  
Kate Bishop / Hawkeye, Knightress :  
Legal Name: Katherine Bishop  
Codename: Hawkette, Knightress  
Identity: Known  
Description:  
Age: 20 years.  
Ht./Wt.: 5’6”, 120 lbs.  
Gender: Female  
Eyes: Blue  
Hair: Black, Long  
Ethnicity: European-American  
Build: Petite-Athletic  
Complexion: Light (European)  
Unique Traits: none 

Motivation:  
Affiliations:  
Background:  
Major Skills:  
Primary Equipment: 

Enhancement: 

 

 

Selah Burke / Sun Girl :  
Legal Name: Selah Burke  
Codename: Sun Girl  
Identity: Secret  
Description:  
Age: 22 years  
Ht./Wt.: 5’9”, 150 lbs  
Gender: Female  
Eyes: Brown  
Hair: Black, Shoulder-Length, Curly  
Ethnicity: African-American  
Build: Athletic  
Complexion: Dark Tan (African)  
Unique Traits: 

Motivation:  
Affiliations: New Warriors, Young Avengers, S.H.I.E.L.D.  
Background:  
Major Skills:  
Primary Equipment: 

Enhancement:

_______________________________________________ 

 

Rick Jones / Agent Jones:  
Legal Name: Richard Milhouse “Rick” Jones  
Codename: Agent Jones  
Identity: Known  
Description: 5’11” 165 lbs, Brown Eyes  
Medium-Length Auburn Hair  
Acrobat's build 

Motivation: Altruism, Loyalty, Proving Himself  
Affiliations: Captain America, the Hulk, the New Warriors  
Background: Rick Jones was a computer and communications expert working with Bruce Banner when and for a short time after Banner was working on replicating Erskine’s super-soldier serum and became the Hulk. In 2012 and 2013, he trained with Captain America in martial arts, acrobatics and combat strategy. Rogers said that of the normal humans he’s worked with, Jones was only second to Bucky (whom was still presumed dead, at the time). Jones took it for the compliment it was and continued to train harder. Jones was going to college and working at a S.H.I.E.L.D. base in San Francisco when the Triskelion fell, and he moved back to New York City shortly after.  
Major Skills: Mastery of Acrobatics, Martial Arts and Combat Strategy. Information Technology Mastery and Hacking. Communications Mastery. Trained Field Agent for S.H.I.E.L.D. including emergency first-aid and medicine. Fluent in all known computer languages. Speaks English.  
Primary Equipment:  
Side-firearms  
Grappling Hooks  
Stun Batons  
Shuriken Boomerangs

Enhancement: officially: none  
Enhanced Skill Learning  
He is capable of learning new skills at incredible speeds.

_______________________________________________

 

Vance Astrovik / Justice :  
Legal Name: Vance Astrovik  
Codename: Justice  
Identity: Classified  
Description: 

Motivation: Justice  
Affiliations: S.H.I.E.L.D., New Warriors, formerly X-Men  
Background: Vance Astrovik is a strong telekinetic and graduate of Xavier’s School FGY. He began at an Ivy League university, and on Christmas vacation, he used lethal force defending his mother from his abusive step-father. He was then arrested by SHIELD and kept on a SHIELD base where his good behavior was immediately recognized and SHIELD aided him to be found not-guilty of murder. He was subsequently trained as a SHIELD agent and telekinetically travelled (flew) from New York City to Washington DC and helped with rescue efforts after the fall of the Triskelion. 

Major Skills:  
Primary Equipment: none  
Enhancement:  
X-Gene Telekinesis (Psionic) 

_______________________________________________

 

Aracely Penalba / Hummingbird :  
Legal Name: María Aracely Josefina Penalba  
Codename: Hummingbird  
Identity: Secret  
Description: 

Motivation:  
Affiliations: New Warriors, the Scarlet Spiders  
Background:  
Major Skills:  
Primary Equipment: 

Enhancement:  
Demi-Goddess : Aracely is the Blessed Avatar of the Aztec Sun God, Huizilopochtli. She has extreme psionic empathy, flame generation and pyrokinesis, the ability to levitate and the ability to perceive magic-related threats, curses and beings. She also has the unpredictable tendency to channel Huizilopochtli and act as his vessel in the mortal worlds. 

_______________________________________________ 

 

Kaldr'Ahm / Aqua :  
Legal Name: Kaldr’Ahm of Lemuria  
Codename: Aqua  
Identity: known  
Description: 

Motivation: Honor, Duty, Compassion, Altruism  
Affiliations: Atlantis, New Warriors  
Background: Kaldr’Ahm is an Atlantean from Lemuria who is visiting the U.S. for educational purposes. He is fascinated with the homeland of the Avengers, who worked closely with the Atlantean Prince Namor, first during World War Two, then again during the modern decade. Though he is not related to Namor (as Namorita is), Kaldr’Ahm is acquainted with him and has his Blessing (the Atlantean equivalent of a letter of recommendation).  
Major Skills: Mid-level Aquakinetic Sorcery, hand to hand combat and dual broadswords. Some electrical engineering knowledge. Expertise in marine ecology. Well trained in marine veterinary first aid. Speaks English, French, Greek, Atlantean and Lemurian.  
Primary Equipment:  
Aquakinetic Dual Broadswords:  
Sometimes called 'water bearers', they double both as traditional weapons and as tools of magic to shape and utilize the water in his environment.  
Enhancement:  
Atlantean Physiology  
Kaldr’Ahm has very thick skin, enhanced strength and fortitude, gills that work in both marine and freshwater environments, webbed digits, enhanced hearing and sensitivity to air and water currents. 

_______________________________________________


	3. Prologue: Before Insight

**Summary for the Chapter:**

> This is the prologue to the main storyline. This takes place before the events of _Captain America: The Winter Soldier_ and further developes the HYDRA origins of Superboy and Ben Reilly. Like the main storyline, this is a work in progress and not yet in its final narrative form. At the beginning are general notes for this AU.

**Notes for the Chapter:**

> Disclaimer: I do not own these characters, locations or concepts. All characters, locations and concepts (such as Wakandan technology, the Weapon-X Program or Cadmus' super-clones) which originate from the movies, comic books, novels or other comic-related media belong to Marvel or DC. I receive no financial gain from this work. There are no intended analogies or metaphors in this work which are applicable outside universal concepts or applicable outside the story itself. It is meant to be fanfiction and nothing more. Support the films and comic-book industry. They have amazing stories and products.  
> Enjoy.

Primary Settings:  
Earth-4568 Sol System, Milky Way Spiral  
New York City, New York, U.S.A.  
Camp Lehigh, New Jersey, U.S.A.

General Notes:  
Tags:  
  
Fandoms –  
The Avengers (Marvel) - All Media Types  
Captain America: The Winter Soldier (2014)  
Captain America - All Media Types  
Spider-Man - All Media Types  
The Black Panther (2018)  
Superboy (Comics)  
Venom (Comics)  
Scarlet Spider (Comics)  
New Warriors  
Young Justice (Comics)

Amalgamation/Crossover AU -  
In this amalgamation AU, DC characters have been imported to an AU of the Marvel Universe. This Marvel Universe is in turn, is a combination of Earth-616 (Comics) and Earth-199999 (MCU) with other variations, such as Spiderman's origin story being derived from the The Amazing Spider-Man movies (Webb) (Earth-120703).  
In the DC comics, Superboy dates Wonder Girl, but in this amalgamation AU, Aegis takes her place as Superboy’s Greek-Warrior-themed love interest and Wonder Girl (New 52) is imported as an antagonist/anti-hero. While the main characters such as the Avengers and Brock Rumlow are consistent with the MCU up through Captain America: The Winter Soldier, the canon-divergence alters MCU characters and events thereafter, meaning that though some events, themes and characters from Avengers: Age of Ultron are vastly different. However, for the most part, many of the characters, themes and events of The Black Panther and Doctor Strange remain consistent with the MCU.  
Also, some characters are amalgam characters (such as Nate Rogers, derived from Nate Grey of X-Man: All Saints Day (comic, 1997) and the fanfictional Summer Soldier, (with additional "living weapon" inspiration from The New 52: Superboy) and Superboy (Conner Barnes) being derived from Conner Kent of DC: Earth-One with elements of the Winter Soldier. Other characters are related to each other when they are not in the comics and/or movies (such as New Warrior Trey Rollins being the son of Hydra Agent Jack Rollins). Also, the backstories and human hosts of the Klyntar Symbiotes are slightly different, for example, Gwen Stacy with Scorn is the vigilante Violet Spider. However, Venom's history with Peter Parker, Eddie Brock and Flash Thompson are mostly consistent with the comics (Earth-616).  


Canon-Typical Violence – The events include fight scenes and vague or medical depictions of severe injury but not any explicit depictions of gore.  


Underage - ? – Trey Rollins and Conner Barnes kiss and begin dating when they are both seventeen-years-old. There are no other depictions of underage romance, sexuality or sexual interaction.  


Mild Brainwashing – The use of Red Room activation codes and commands are present, but so far, no active descriptions of related torture, drugging or electrocution.  


Threesome – F/M/M Tagged for the polyamorous relationship among Flash Thompson, Gwen Stacy and Peter Parker.  


Work in Progress / Working Outline  


  
  


Conner Barnes was raised in a highly controlled, semi-regular environment in the U S., and received an education through HYDRA's mock-school environment which is set up similar to a regular school. We see a normal day as he turned 5 and began writing in English, Russian and German and naming various objects. He was introduced to his only classmates, Trey Rollins and Ben Petrov. They were taught introductory fighting stances and various basic exercises, such as jumping jacks, chin-ups and push-ups. They were taught the names of several countries and basic geography — for instance, recognizing Wakanda as the world’s source of vibranium, Russia’s history as the former U.S.S.R. and the U.S. as their own country of origin. They learned the American Pledge of Allegiance, and finally, were forced to memorize and recite the basic tenants of HYDRA and learn the HYDRA salute. Conner already knew it and showed Trey how to do it when they are having snack-time. When lessons were over, Trey’s dad (Jack Rollins of STRIKE) came to pick him up and Pierce himself took Ben and Conner to their cells (military-like bedrooms). Pierce spoke soothingly to them (about how HYDRA would save the world, that they were very special and how they were kept safe and sound in their cells because HYDRA is protecting them with help from soldiers and agents like Trey’s dad) and tucked them in to sleep. 

  


In the narrative, the next we see them wake up is several years later, and they are training to fight, both in hand to hand and in melee, such as fencing. Trey loses every match because of Conner and Ben’s super-strength and better reaction time. In their next class, they successfully recite geometry formulas and explain their applications. Though Trey feels physically inadequate due to his losses in physical combat, he performs better than Conner at Classical Studies (he is able to recite and explain many complicated pieces of Greek and Latin literature), strategic war simulations (like Risk and Chess), and Firearms training. (Though Conner has the reaction time and strength for it, he is easily distracted by the intense noise on his very sensitive ears and is not a great aim. Ben is simply distracted too easily because it messes with his 'spider-sense'. Also, Trey has been practicing at home with his dad.) Ben has such a short attention span that he is bad at war strategy, but thinks well on his feet and far exceeds expectations in combat strategy. They end the day with a three hour round of paintball in which they are expected to use all of their skills and talents (such as Tactile Telekinesis, Surface Adhesion and Guerilla Tactics, respectively). At the end of the school day, they recite their daily oaths of allegiance to America and to HYDRA. Though to them it is normal and virtuous, to us it would seem a Twilight Zone version of patriotism. 

  


They are taken on a field trip to the museum and the zoo. The venues are rented for the day and filled with HYDRA personnel to simulate a normal environment. Pierce even meets them for lunch at the zoo, after their morning at the museum. At the museum Trey had talked their ears off as they went through the anthropological exhibits and art exhibits. They had fun and Ben and Conner, who rarely went out, were in awe of everything they saw. At lunch, Pierce asked about their day and talked with them about the importance of order in an imperfect world, using endangered species at the zoo as an example of how people for ill or good effect the natural world and can help preserve nature and develop new technologies when they work together. Pierce explains how HYDRA will improve the world and help mankind reach its greatest potential. He stresses how chaos and greed create nature-related problems like dwindling habitats and global warming while listing the virtues of orderly and selfless progress through sacrifice and globally organized efforts which result in preserving the rainforests, protecting endangered species like the white rhinoceros and Siberian tiger. Trey’s dad and his commander, Agent Rumlow, join them for their time at the zoo and they have fun seeing all of the animals. The next day at school, the students are given gifts. Trey is given the mythical shield Aegis and a matching sword. Ben is given web-shooters which have projectile releases for tranquilizer darts, artificial webbing and taser darts (they are similar to the Black Widow's) . Conner is given a vibranium-treated tight-fitting tactical uniform so that he has a set of clothing as durable as he is which he can wear underneath his normal clothes. 

  


Not long after the field trip, Ben and Conner are sent off to Russia where they meet Nate and Kaine and are trained by the Winter Soldier in the Red Room. Also training there are Experiment B-0 (Б-0, Bizzaro) and Kol (Ровня, Match). In Russia, Conner names himself "Kon" and is frequently put in competition with Kol, who is his equal in powers but due to being raised in the Red Room, lacks Conner’s degree of psychological empathy. The other clones (Kol, B-0 , Red Arrow and Kaine) were created by CADMUS for the Red Room while Ben and Conner were created by CADMUS for HYDRA. CADMUS was created as a mutual agreement with HYDRA, Weapon-X and Dept.-X to clone super soldiers, specifically Steve Rogers, but branched into human experimentation, using genetic, mystical and technological means to enhance humans, human mutants (x-gene, like the X-Men), human mutates and metahumans (mutation anomalies, like Spiderman and the Human Torch). Xenobiological means, such as the use of Klyntar Symbiotes and extraterrestrial DNA were also used in their experiments, such as genetically engineering Noh-Varr, a Kree-Human hybrid with Tesseract-enhanced metahuman abilities, and working in the U.S. government to institute Project Rebirth 2.0 (to imbue human soldiers with Symbiotes, such as Toxin with Eddie Brock and Flash with Venom). While in Russia, Ben and Conner meet Red Arrow, a Serum-Enhanced Spy who is sold to HYDRA and returns to the U.S. with them once their training is complete. Thry know that Red Arrow is a clone, but his origin is unknown. 

  


Conner and Ben return to the U.S. where they meet their new teammates Noh-Varr (Marvel Boy), Cassie Sandsmark (Wonder Girl) and their friend Trey Rollins (Aegis), who have each been undergoing HYDRA training in the U.S. while the clones were in Russia. Red Arrow, who has is also on their team, takes the name "Roy", which is derived from the Scottish "ruadh", meaning "red". Trey and Cassie are both Champions of Olympians (Athena and Ares, respectively) and in addition to their demigod abilities are granted mystical armor and weapons. Trey has the shield Aegis and its mystical armor of the same name. Cassie has the Silent Armor of Ares and the Crimson Lariat. The Silent Armor appears as gold bracelets when it is not active. Similarly, the Aegis Armor can appear as a belt buckle and wrist watch. Noh-Varr has the ability to fire psionic Tesseract-based energy blasts from his hands and the ability of self-propelled flight. He is incredibly skilled with firearms and was enhanced with a variation of super-soldier serum. HYDRA's _Elite_ Project is the effort to raise a secret team of young enhanced soldiers/operatives with loyalties to HYDRA and advanced military training, both classical and modern. The Elites include Superboy, Aegis, Spiderboy, Marvel Boy, Wonder Girl, Red Arrow and occasionally, Match and/or Kaine. Wonder Girl and Red Arrow alternate leadership as needed, though Red Arrow has been through more training and from a younger age, and he is the team’s most experienced strategist. 

  


The Elites' first real mission is to recover Wakandan technology and vibranium being sold on the black market. They are to recover the tech from an auction being held in Latveria, covertly if possible. To this end, Red Arrow and Wonder Girl disguise themselves as buyers and attempt to buy the tech at auction. When S.H.I.E.L.D. Agents Natasha Romanov and Clint Barton attempt to steal the tech before the auction, Marvel Boy blows his cover attempting to stop them. Dr. Von Doom's security attacks them both and Natasha escapes, though Clint and Marvel Boy are temporarily incarcerated and break out by working together. The next day, Red Arrow and Wonder Girl win the auction, but S.H.I.E.L.D. agents attack in the open and Superboy and Spiderboy in disguise defeat them in the confrontation, with Wonder Girl indignantly stealing back the money once those two make off with the tech. Marvel Boy and Hawkeye escape the holding facility around the same time and Marvel Boy is arrested by the STRIKE team. The Elites rendezvous in Transia before heading back to the U.S. where Marvel Boy has already been released and wiped from S.H.I.E.L.D.’s database by the HYDRA double agents in S.H.I.E.L.D. When the whole team is together at the Elites’ base at a CADMUS facility in Washington DC, Red Arrow chews out the team (for Marvel Boy's blowing his cover and the others for unnecessary improvision with Wonder Girl's stealing the money back and Spiderboy and Superboy using their powers where others could see) before Pierce comes in and commends them for a job well done. (They met their objectives, retained the money, adapted for unforeseen circumstances and didn’t let their attachments to each other compromise the mission.) 

  


Eventually, HYDRA prepares for Project Insight, and Roy, Conner and Ben are put in cryostasis and hidden in separate facilities. 


	4. Alternate Storyline

**Summary for the Chapter:**

> This incorporates many parts of another piece I worked on for about two years and never posted. This lets me add in more Klyntar Symbiote storylines and integrate my current storyline with my ongoingly unfinished work, which I really like. My other piece was a long-ass work concentrating on Little!Conner in a spin-off of APSHDS, so fusing the two has been difficult thus far, since I've been removing all of the kidfic stuff for this work. Also, there are no intentional metaphors applicable outside the framework of the story itself.

**Notes for the Chapter:**

> Warning: this chapter includes depictions of sexual situations, i.e. Gwen/Flash/Peter/Eddie dating and having sex (towards the end). If you are too young or do not wish to read that depiction, don't read all the way past when Eddie regains the Anti-Venom Symbiote.  
> Disclaimer: I do not own these characters, locations or concepts. All characters, locations and concepts (such as Wakandan technology, the Weapon-X Program or Cadmus' super-clones) which originate from the movies, comic books, novels or other comic-related media belong to Marvel or DC. I receive no financial gain from this work. There are no intended analogies or metaphors in this work which are applicable outside universal concepts or applicable outside the story itself. It is meant to be fanfiction and nothing more. Support the films and comic-book industry. They have amazing stories and products.  
> Enjoy.

Earth-4563 Avengers Storylines

Primary Settings:  
Earth-4563, Sol System, Milky Way Spiral  
New York City, New York, U.S.A.  
Camp Lehigh, New Jersey, U.S.A.

Avengers:  
• Tony Stark | Iron Man  
• Steve Rogers | Captain America  
• Natasha Romanov | Black Widow  
• Clint Barton | Hawkeye  
• Bruce Banner | The Hulk  
• Thor Odinsson | Thor  
• Logan Howlett | Wolverine  
• James Rhodes | War Machine  
• Sam Wilson | Falcon  
• Bucky Barnes | The Winter Soldier  
• T'Challa | The Black Panther  
• Peter Parker | Spiderman  
• Flash Thompson | Agent Venom  
• Wanda Maximoff | The Scarlet Witch  
• Pietro Maximoff | Quicksilver  
• Johnny Storm | The Human Torch  
• Carol Danvers | Ms. Marvel, Captain Marvel  
• Genis-Vell | Captain Marvel, Photon  
• Rick Jones | Agent Jones  
• Aksel Alvarsson | Tundra  
• Anna Marie Darkhölm | Rogue

Spiders:  
• Peter Parker | Spiderman ^  
• Ben Reilly | Spiderboy ^  
• Kaine Parker | Scarlet Spider | Carnage ^ °  
• Eddie Brock | Venom, Toxin, Anti-Venom °  
• Flash Thompson | Agent Venom | Venom °  
• Gwen Stacy | Violet Spider | Scorn °  
• Mary Jane Watson | Spinerrette °  
• Cindy Moon | Silk ^  
• Patrick Mulligan | Toxin °  
• Miles Morales | Spiderman, Kid Arachnid ^  
• Michelle Penczak | Acid °  
• Phage Symbiote °  
• Riot Symbiote °  
• Lasher Symbiote °  
• Agony Symbiote °  
• Oliver Osnick | Steel Spider *  
• Amadeus Cho | Iron Spider *  
• Doppel-Spider ^°  
• Louise Barrison | Shriek | Scream °  
^ Spider Mutate  
* Mechanical Exoskeleton  
° Klyntar Symbiosis 

 

.

**Earth-4563 Prologues:**

**Earth-4563: Prologue 1: Part One – Children of HYDRA**  
Ben Reilly, Conner Barnes, Trey Rollins, Cassie Sandsmark and others are raised and trained by HYDRA to become an elite squad of enhanced individuals.

 **Earth-4563: Prologue 1: Part Two – Wolf Spiders**  
Conner Barnes (Superboy) and Ben Reilly (Spiderboy) are transferred to Department-X's Red Room for training and are teamed with Kaine Petrov (Scarlet Spider), Leonid Kovar (Red Star), Roy Harper (Red Arrow) and others and trained by the mysterious Winter and Summer Soldiers.

 **Earth-4563: Prologue 1: Part Three – Elites**  
Conner (Superboy) and Ben (Spiderboy) return to the U.S. with Roy (Red Arrow) and Kaine (Scarlet Spider) and are teamed with Trey Rollins (Aegis), Cassie Sandsmark (Wonder Girl) and Noh-Varr (Marvel Boy) to form an elite squad. They go on a mission to Transia and later, are separated and some put in cryostasis in preparation for Project Insight.

 **Earth-4563: Prologue 2 – Epic Failsafe**  
Several individuals separately become who they are, some through magic, like Freddy Freeman (Captain Marvel III; via Interdimensional Wizard version of Mar-Vell), Anita Fite (Empress; via Vodou) and Billy Kaplan (Asgardian, Wiccan; human mutant empowered by the Tesseract and later, with the Reality Stone), some through science and technology, such as Tim Drake (Robin; Inertrite Winged Jetpack) and Garfield Logan (Beast Boy; Inhuman/ Terrigen Crystal). These unique individuals are recruited into the Avengers Failsafe Initiative.

 **Earth-4563: Prologue 3 – Venom**  
Eddie Brock moves back to NYC after living in San Francisco for two years. He begins to team up with and then date Spiderman, who is proud of him for reforming and making positive changes in his life. They spend a few months dating and patrolling together until SHIELD uses Spiderman to catch Venom and separate him from his host. SHIELD takes the Venom Symbiote, and Eddie leaves NYC again, distraught over his separation from Venom and believing that Peter betrayed him. He leaves a note to Peter saying that he's sorry for leaving but doesn't feel like he has a choice since his identity as Venom has been publicly revealed and he doesn't think he's strong enough to go on and has a self-deprecating explanation that he doesn't want to burden Peter with his problems anymore. He says he forgives Peter for betraying him and doesn't blame him after all the shit Eddie has pulled in the past. Peter never forgives Nick Fury for this and holds him responsible for his lost love.

 **Earth-4563: Prologue 4 – Up All Night, Red Son**  
After the events of Captain America: The Winter Soldier, Bucky goes into hiding but is soon found by Brock Rumlow. They live together as Soldier and Handler for some time before Bucky leaves for Romania and Rumlow moves to Brooklyn to wait for Bucky to come back. Later, Steve Rogers and Sam Wilson are searching for Bucky and find Nate, Steve's clone. Nate leads them all over the world collecting pieces of HYDRA-Tech that Nate insists are necessary. They eventually make their way to Wakanda, where Nate works with Tony Stark and Princess Shuri to develop a new arm for Bucky. In a joint effort to bring Bucky home, Tony Stark, Steve Rogers, Sam Wilson, Nate Rogers, Ororo Munroe and T'Challa travel to Bucharest and fight him while foiling Baron Zemo's plots to use the Winter Soldier for assassinations. Bucky is brought to Wakanda where he recovers and is given a new arm. Meanwhile, Rumlow has become the handler for Superboy and is helping him finish high school.

 **Earth-4563: Prologue 5 – X-Men Blue ******  
The original X-Men travel through time from the past and build their own team, including Young Scott Summers (Cyclops), Young Bobby Drake (Iceman), Young Warren Worthington (Angel), Alex Grey (Phoenix), Laura Kinney (X-23), Jimmy Hudson (Wolverine), Orion Creed (Lynx) and Jay Guthrie (Icarus). The team faces challenges and adversaries like the Weapon-X Program. Meanwhile, the older Bobby Drake begins dating Johnny Storm and Daken Akihiro.

 

 

PROLOGUE - Search and Annoy

•After Captain America: The Winter Soldier, Bucky is on the run, and Brock Rumlow finds him. They live together for a few months as handler and soldier. Bucky eventually decides to leave and moves to Romania. Rumlow moves to New York (in Brooklyn) where his deal with the government gives him a new life: immunity in exchange for information. His savings from working as a double agent are enough for a loft penthouse near Bucky and Steve’s old neighborhood.

• Captain America and Falcon head to a HYDRA base in Latveria. Dr. Doom has made a tacit agreement with HYDRA and doom-bots protect the base. After taking the base, they find what’s hidden there: a nineteen-year-old super-soldier nearly identical to Captain America. The Summer Soldier is the enhanced clone of Captain America and has a way to track the Winter Soldier. He was expecting Captain America to arrive at the Latverian HYDRA base in search of the Winter Soldier and was already prepared to leave. He leads them to Amsterdam where they have breakfast coffee and he, a joint (from a medical strain of cannabis designed for superhumans). When Captain America finds out that the latter is their reason for being in Amsterdam rather than any trace of the Winter Soldier, he is infuriated. The Summer Soldier calmly explains that he would rather have a joint before dealing with S.H.I.E.L.D. Colonel Nick Fury shows up around that time and tells Steve that he may wish he’d smoked. Fury hands Captain America the paperwork for the Summer Soldier’s identity as Nathaniel James Rogers, emancipated 17-year-old son of Steven Grant Rogers. (“Congratulations, it’s a boy.”) Nate had contacted Fury once they left Latveria, requesting said paperwork and giving locations for ten HYDRA bases, including two C.A.D.M.U.S. facilities, in exchange for the legal identity and U.S. citizenship. Captain America is still pissed that they took a detour and raises his voice about the deception. Fury offers to trade transportation with them, giving them a Stark quinjet in exchange for the S.H.I.E.L.D. quinjet they’d been using (which was bugged and tracked by the C.I.A. after the fall of the Triskelion). The Stark Stealth-Tech would be necessary if they were to find the Winter Soldier without bringing the entire intelligence community with them. To this end, he suggests going to a few facilities in Europe before checking in with T'Challa in Wakanda, saying that they’ll need to pick some things up first.

• At the facilities in Germany, Prague and Ukraine, Nate retrieves several HYDRA-Tech implements, including three packets of super-soldier serum made by C.A.D.M.U.S., three Tesseract batteries (of different sizes and shapes: two cube-like, one triangular) and a number of large blue quartz-like crystals which inhibit psionic abilities, including tactile telekinesis. He insists they go to Avengers Tower in New York to speak to Tony before continuing to Wakanda.

• In New York, Nate speaks with Tony Stark and gives him the triangular Tesseract battery and says he needs it to be used to make an arc reactor fueled by the energy of the Tesseract. Tony begins to argue, saying, “Like Hell am I gonna help you make a super-weapon,” but when given the designs that Nate had prepared on the flight from Germany, Tony realizes it’s a stable, functionally infinite power source that can’t be used explosively. Tony agrees if Nate will help him improve his nano-technology. Nate agrees and leaves in the stealth quinjet to take Captain America to Wakanda.

• Captain America, Falcon and the Summer Soldier fly to Wakanda where the Black Panther is waiting for them, having been forewarned by Iron-Man of their destination and intentions. Nate works with Shuri (King T'Challa's younger sister) to create an adamantium-vibranium prosthetic left arm in the fashion of the Winter Soldier’s arm with neural feedback and coordination far surpassing organic neurology. They design it with a spot for a power source matching the Tesseract-based arc reactor design that Nate gave Tony. After three weeks of hard work, the arm is mostly ready, and Storm (Ororo Munroe, who was visiting her homeland of Wakanda when Captain America and Nate arrived there in the quinjet) and T'Challa go with Captain America and Nate to go find Bucky.

==============================

 

 

Prologue - Up All Night

• The Summer Soldier guides Captain America, Storm and the Black Panther to Bucharest, Romania, where the Winter Soldier has been covertly living. The German Special Forces and Interpol are hot on their trail and locate Bucky around the same time the quinjet arrives in Bucharest, intent on arresting him (or using deadly force) for his past crimes as the Winter Soldier. Baron Helmut Zemo of HYDRA finds him about the same time. Bucky is non-lethally defending himself against the German Special forces when Steve and Nate arrive to defend him, but their presence distracts him enough that he gets hit hard and falls eight stories into a parking garage. Storm succeeds in using her power over wind to slow his fall and he runs off, trying to hide/disappear. He hides in a parking garage where he is found by Zemo who has his Black Star Book and activates the Winter Soldier. On orders from Zemo, the Soldier attempts to assassinate T'Challa and use deadly force on any who stand in his way, including Captain America. Nate, Storm, the Black Panther and Captain America try to keep the law enforcement and the Soldier from killing each other, while defending the Black Panther from assassination at the hands of the Soldier. Iron-Man arrives in time to save Steve’s life and destroys Bucky’s arm with his chest repulsor. Though Bucky loses his prosthetic arm in the battle, Nate is able to deactivate the Soldier Personality and with Storm’s help (intense fog to cover their escape) the group rescues Bucky and leaves Bucharest in the stealth quinjet.

• Steve, Bucky, T'Challa, Storm, Nate and Tony rendezvous in Wakanda where medical attention is received as needed and Shuri (T’Challa’s sister), Tony Stark and Nate Rogers finish, customize and attach Bucky’s new arm. In light of the incident in Bucharest, Tony and Shuri create nanoholoprojectors on the outside of the arm which can indicate Bucky’s state of mind. The holoprojectors mimic the appearance of many things as needed, including skin, tattoos, and alternating shoulder stars: one like the center of Captain America's shield (a white star in blue circle surrounded by a red ring) when the Winter Soldier is not active and one like the original star (red star on metal) when the Winter Soldier is activated. Though the appearance of skin can be used by both identities, the star images cannot be used out of congruency with their assigned psychological identities.

• Bucky and Steve catch up and T'Challa provides them with joint rooms in the palace while Bucky recovers. Bucky is assigned a psychologist/therapist named Dr. Nailah Imani who helps him to cope with the psychological trauma, and they agree that after Bucky leaves Wakanda, video therapy sessions would be ideal rather than Bucky getting a new therapist when he returns to the U.S. Nate and Tony exchange engineering ideas and bond over their common interests. Bucky remembers Conner when seeing Nate during his recovery. Nate spends time with Steve and Bucky, and they immerse themselves in Wakandan culture, including song and dance. Bucky and Steve are accidentally engaged when they mix up words in a Wakandan brotherhood ritual, saying “umyeni phakade” (“husband forever”) instead of “ubhuti phakade” (“brother forever”). Though no one interrupts the ritual, Shuri asks them afterward if they planned to say “husband” or if they just got mixed up. Bucky says, “Husband?” Startled, Steve says, “Wait, did we just get married?” With humor in her smile Shuri responds, “No. Engaged.” Though T'Challa offers a nullification, they decline and say there’s no one else they’d rather spend their lives with. They were provided with vibranium arm bands (that fit perfectly) during the brotherhood ceremony which now are technically their engagement bands. Along with Nate, they begin training in Wakandan fighting styles. Nate creates his own version of a Wakandan spear and favors that as his new primary weapon.

 

 

Prologue - Red Son

• After running a solo op in Antarctica where Rumlow retrieves CADMUS data for the newly re-formed S.H.I.E.L.D., Rumlow provides T'Challa with 320 kilos of Antarctic vibranium and 80 kilos of adamantium ore (which he acquired by raiding and stopping a shipment of Antarctic Vibranium that was going to be used by HYDRA officer Baron Ivan Strucker to create weapons of mass destruction and by neutralizing a Weapon-X facility in Nigeria, respectively). In exchange, T'Challa creates a vibranium suit and helmet for Rumlow (similar to his mechanical suit from Captain America: Civil War but more streamline, like a tactical suit).

• Brock Rumlow receives an unexpected visitor at his apartment in New York City (Brooklyn). He was kept safe and out of criminal confinement since he gave the government vital information regarding Project Cadmus, a HYDRA/ Department-X combined effort to clone Steve Rogers to engineer new super-soldiers. Project Cadmus was the endeavor from which C.A.D.M.U.S. was created and grew. Rumlow has all the comforts of a new life, complete with the new apartment and the medical care of a temporary healing factor, courtesy of what remains of S.H.I.E.L.D. His visitor is the teen from D.C., a disoriented former asset of HYDRA with the knowledge that Rumlow was the Winter Soldier’s primary handler. He gives Rumlow his codebook (faded midnight-blue cover with a red diamond-shaped pentagon) and insists on staying with Rumlow. Rumlow gives him the guest room and orders clothes and personal items online for the teen, including books on meditation, textbooks and custom escrima sticks. Rumlow signs him up for homeschooling to finish his high school diploma and begin a college degree. Rumlow begins to give Conner daily Eskrima lessons. Rumlow cuts down on his work with the government in order to spend more time at home with Conner, helping him with his studies and being a supportive parent. Though he knows Conner is a super-soldier, Rumlow remains unaware that Conner is Steve and Bucky’s son. When he realizes that Conner has night terrors, he brings home a Tesseract battery from work and puts it in Conner’s room as a night light. It doesn’t take more than two weeks for Rumlow to fall into a steady and comfortable domestic routine.

• Rumlow contacts Doctor Strange to find out how to best deprogram Conner. Doctor Strange says he once helped someone who'd been programmed by a cult. The cult hid behind “religious freedom”, but had illegally used aggressive hypnosis (without parental consent) and psychological abuse to control this individual’s behavior ever since he was a child. The story goes that the child had been so programmed that by using a “prayer” as an equivalent of an activation code, they could make him do anything they wanted, even make his heart stop. When the child grew up, he sought out ways to break their control over him and came across the New York Sanctum where he was taught meditation. The cultists abducted him when their control over him started waning after he’d been meditating at the Sanctum for a year. He went missing for eight months and then turned up at the Sanctum again. The cult had been exposed but cultists still stalked him, and he sought out the Sanctum as a place to meditate without interference. Doctor Strange took him to the London Sanctum where he continues to meditate, learn the magical arts and help defend the Sanctum. The Prajñāpāramitā is one of the main sutras used by that individual, and Doctor Strange offers to teach Conner some meditation techniques so that Conner can begin to break his activation codes. In the next two weeks , Conner learns four languages, including Sanskrit, Latin, Tibetan Sanskrit and Japanese. It’s hard at first, studying and sounding out the words as he reads. By the third week, Conner has learned several sutras, concentrating on the Prajñāpāramitā. By this point, Rumlow has become entranced with watching the super-soldier work. At first, it had seemed a bore, but as Conner developed his rhythm, he was no longer mumbling out loud but instead, reading and turning pages faster than Rumlow had previously imagined anyone could think, muchless talk. The energy in the air would shift whenever Conner would meditate and Rumlow, himself would feel calmer and comforted, like having a mug of hot chocolate on a cold day. By the fourth week, Rumlow sets up one of the spare bedrooms for meditation and yoga, and Conner begins doing a lot of his “work” at home, reciting from memory everything from sutras to dictionary entries. Conner is still responding to commands, but he seems more calm, slightly slower to respond, as if he’s thinking about the command before acting. Rumlow thinks 'this is a good sign' and the doctor agrees. The activation codes barely elicit a response, though when they do, it seems urgent, almost aggressive, as if his subconscious is afraid to fail and his programming violently takes control of him. Conner seems happier, and his presence grows on Rumlow until he wonders why they didn’t find each other sooner. At night, Rumlow goes to bed thinking he wishes he could have taken the Soldier and Conner from HYDRA and been away from all the craziness — been a family together. The closest he’d had was visiting Jack and his dorky kid, Trey. They’d have dinner at Christmas and Thanksgiving – nothing major, but enough to feel like he belonged somewhere. Now he knows: Conner belongs with him, and he'll kill anyone who tries to take him. The meditation techniques work, but even after the activation code and involuntary responses are (eventually) mostly broken, Conner still feels the need for commands/directives and instruction.

• Meanwhile Tony has left Wakanda to return to Europe, then, the U.S. to smooth over the problems with the world governments concerning the Winter Soldier. Both Tony and T'Challa act as witnesses to the effects of HYDRA’s brainwashing on Barnes, pointing out that they would not have risked life and limb to protect a man guilty of murdering both of their fathers. T'Challa says that it would be wrong to execute Bucky for the crimes of the Winter Soldier, explaining that it was the Soldier who assassinated his father and even then, the Soldier was a victim as well, having been tortured, coerced, manipulated, memory wiped and was not capable of consenting to commit the crimes that HYDRA is guilty of. Testimony from Bucky’s therapist and information from Shuri, as an expert witness, proves that the Soldier was not at fault, nor was Bucky, who was, at the time, incapable of breaking through the programming. Tony testified in a much less respectful manner and submitted the video-logs from his suit of Barnes trying to kill Captain America and T'Challa during the incident in Bucharest and compares them to video logs of Bucky in Wakanda interacting with Steve and T'Challa. There is no complete consensus among the world leaders, but they agree to give custody of the Winter Soldier to Steve Rogers, provided there are no more assassinations or war-crimes committed by Bucky or the Soldier. Since Russia is no longer the U.S.S.R., they were not held accountable for that government’s role in brainwashing Barnes. Put simply, the verdict is that James Barnes is not guilty of or responsible for his actions during the years that HYDRA controlled him. However, they hold Rogers responsible for making sure it doesn't happen again.

 

 

**Earth-4563: Avengers & Spiders **

  
• Brock Rumlow tries to teach Conner to play the Bongos as a strength control exercise. It requires applying the right pressure in the right spot with the right speed and with the right part of your hand. When they start, Rumlow gives Conner a metal surface with two circles, so he can practice his coordination (matching the right parts of his hands to the right place on the heads of the drums) without breaking the Bongos. Then Conner is given regular bongos so he can learn strength control, and though he has to replace the drum heads often, he gradually learns to use regular bongos without breaking them. Eventually, Rumlow gives him vibranium-treated bongo heads for performance practice, but only after Conner is rarely breaking the normal ones. If Conner had the unbreakable ones first, he’d never've gotten a sense for how strong he is and never learned that he needs to control his strength or things break.

• For the past eight weeks, Conner has been attending online school and going to class at Midtown High School in Queens to finish his high school education and is about to graduate. (He’s also been working hard with meditation and psychological exercises in order to overcome his HYDRA-related psychological programming, just as Doctor Strange taught him to.) Rumlow takes him to the graduation ceremony, and Steve, Bucky and Nate make it in time to see Conner graduate. Conner is on stage and has just received his diploma when he sees/hears them in the crowd from the stage. In his excitement, he jumps from the stage and lands near them, rushing to hug Nate and Bucky. They go out to dinner (fully catered at the Avengers Tower) to celebrate Conner’s graduation, and not only does Conner get to meet his father, but he finds out his parents are engaged. It is an exciting and fun time despite noticeable awkwardness between Rumlow, Bucky and the Avengers. Steve takes to being a dad right away, much unlike his experience with Nate. Steve feels an element of kinship with Nate from having relied on each other and saved each other’s lives in battle, but his feelings towards Conner are genuinely paternal.

• Tony invites them to live at the Tower until he and SHIELD have finished the new base. (Tony redesigns Steve’s old base in New Jersey for the Avengers Initiative STRIKE Team (Avengers STRIKE Team Reserve ::: ASTR?) , both as a home and as an HQ, and let them keep their rooms in the Avengers Tower where The Avengers are based.) They accept, except for Rumlow who maintains his residence in Brooklyn. The Avengers Initiative forms a STRIKE team that will operate independently and be affiliated with (but not ruled by) both SHIELD and The Avengers. Rumlow is reinstated as STRIKE Commander, Bucky as his second-in-command (Lieutenant Commander). [Although Bucky was officially discharged from the U.S. Army, Steve’s and Bucky's war bonds from the forties give them more than enough money. (Steve wouldn’t ask others to do something he wouldn’t do, himself, and he sold war bonds for the first part of the war. Besides, he was enthusiastic to help out any way he could.)] The new STRIKE team consists of Brock Rumlow, Bucky Barnes, Steve Rogers, Sam Wilson, Nate Rogers, Natasha Romanov, Clint Barton, and eventually Flash Thompson, Daken Akihiro, America Chavez, Johnny Storm, Eddie Brock and Kaine Parker.

 

 

Part ## - Rebirth

• Stark, Banner and Natasha secretly help SHIELD with Project Rebirth 2.0. Stark is called in to review and improve the equipment and to oversee the process. Natasha talks with Flash leading up to the Project and he confided in her about losing his legs in the Middle East, about what it feels like to be given a possibility of a second chance at the risk of death or insanity, and determined with an iron will to follow through, hoping for the best. He’s one of 20 candidates and fears he won’t be chosen for the experiment. The files of the candidates are reviewed by Tony and Bruce, for them to consult SHIELD about who should be selected for the experiment. Tony and Bruce are unhappy with the currently selected subject and decide on criteria to use for choosing the candidate. Unsatisfied with SHIELD's clearly censored files on the Symbiote, Stark contacts Thor and inquires about Asgardian scientists and information about the Klyntar. Thor has had personal experience with heroic and with feral Klyntar civilizations. Additionally, Tony and Bruce learn a bit about the Symbiote while studying it. Thor tells them that the Symbiote makes the decision to bond or not bond with a host and that the host must be a biological match for the individual Klyntar if a long-term mutual symbiosis is to be successful, so Stark asks JARVIS if they can find a way to ask it what it wants, believing that its opinion would help the experiment succeed. In response to Bruce or Tony saying “I wish you could tell us (fill in blank),” a piece of the Symbiote unexpectedly exits its enclosure and bonds to his smart phone and with JARVIS’s help, tries to communicate. Tony creates a safe link with JARVIS, who provides the Project Rebirth 2.0 files for the Symbiote. JARVIS shows Stark some photos and files that the Symbiote selected, including files on its own sonic vulnerability and the file on the properties of vibranium. It shows them files on Flash's genetic profile and JARVIS translates that the Klyntar is in favor of Flash as his symbiotic host. It also shows them his high school and college football pictures alongside pictures of vibranium and the Black Panther. Tony suggests to Coulson that vibranium would bond with the Symbiote's cells, particularly because Klyntar are known to be able to integrate bio-armor (discovered in SHIELD's tests on the Symbiote). Coulson and Fury disapprove and reschedule the project behind Tony’s back, to keep him from giving the Symbiote vibranium, fearing the result and the fact that no one has successfully controlled the Venom Symbiote without psychoses. T'Challa agrees to provide a set of vibranium football pads, as well as back-up in case anything goes wrong. Tony tells JARVIS to tell the Symbiote that they will be covertly transporting him and why, providing profiles for Natasha and Bucky who sneak the Venom Symbiote out of the SHIELD facility to Tony’s lab and then to an advanced Wakandan lab (courtesy of T’Challa, who gives them sanctuary) where they run the experiment without Coulson or Fury, who both become enraged later, upon finding out. Venom successfully bonds with Flash and the vibranium. The preliminary preparations and tests along with the recovery and observation period causes the process to take three weeks to complete.

• The Avengers are briefed on a super-soldier project called Project Rebirth 2.0. They gain a teammate, Corporal/Agent Thompson, the only teammate other than Steve to be dually employed by the Avengers and the U.S. Army. (Note: Bucky is an excellent agent but does not meet the Army’s health requirements due to psychological evaluations and having a missing/prosthetic limb.) Steve is pissed because he wasn’t in the loop about it. He accuses Bruce and Tony of mad-sciencing and playing with things they don’t understand. He accuses Natasha of dangerous compartmentalization. Agent Thompson displays his hero-worship of Captain America and lacking his comic books, he begs Steve to sign his Captain America jock-strap (which he’s wearing). Steve is dubious, but signs it (not while Agent Venom is wearing it, though). Steve and Bucky have harsh words about Venom, not realizing that Flash is now Venom. Angry and hurt that his hero is actively pushing for his immediate extrajudicial execution, Flash leaves the meeting to go see Gwen and Peter, to see them again, before his potential demise.

• After meeting the Avengers and finding out Captain America wants him terminated, Flash visits the only friends/family (His dad doesn’t count) he has left: his ex-girlfriend, Gwen and her subsequent/current boyfriend, Peter, a mutual friend that Flash had known his whole life and bullied for over a decade. Half-expecting rejection or violence from Peter makes Flash hesitant, but as soon as the three of them are together, they fall back into their rhythm as close friends. Gwen and Peter are in love, and Flash and Gwen still love each other. Gwen left Flash in their senior year of high school to be with Peter who soon broke up with her to keep her safe. After Eddie left, Peter went back to Gwen and told her that he's Spiderman. Flash and Peter have had a strange love/hate - d/s relationship since elementary school, and they care about each other although they won’t admit it. Gwen is a confidante to both of them and hopes they can all be together (domestically and romantically) once the dumb boys stop being oblivious. When Peter tries to pretend he wasn’t concerned about Flash while he was deployed, Gwen calls him out on it, telling Flash how much sleep Peter lost during the first few months of his deployment. Gwen tells Peter about all the times that Flash was worried about Peter near the end of high school and started using his normal “bully” voice just before hugging Peter from behind so that Peter would stop being startled/panicked as easily (and to desensitize Peter to Flash’s voice). Later, when Peter makes a comment about Flash’s former pretenses in high school (such as hiding his concern behind aggression when he’d see Peter with bruises that he, himself, hadn’t caused, pinning him against the wall to get a closer look at the bruising without seeming concerned; beating and hospitalizing other bullies who picked on Peter; etc.), Gwen tells him, “You have no room to talk, Mister-HaveYou-Seen-Flash-Today-I-Have-To-Make-Sure-He-Has-Lunch-Money.” (Peter used to bring extra lunch money to school so he’d have money for Flash to extort because he knew Flash didn’t have enough food at home or money for food.) When Peter makes a few intimate gestures (open palm on back, etc.), Flash accepts it, and Gwen snuggles up between her two guys Flash stays over for pizza and a movie and ends up falling asleep with Gwen and Peter.

• The first mission with Agent Venom / Flash goes smoothly until the end when they are ambushed. All hell breaks loose between the enemy combatants and the STRIKE Avengers when Spiderman arrives, believing that Agent Venom is the old Venom. He attacks Agent Venom, not knowing who he is, and impedes/endangers the team, unintentionally helping the bad guys before realizing that Venom is on the Avengers' side.

• In Tony’s lab at the Tower, Tony and Bruce study Venom and his effect on psionics, including extrasensory awareness. They find that he camouflages himself (rather than inhibiting the psionic directly), by emitting interference waves (vaguely similar to but less invasive than how the crystals from CADMUS work).

• Conner, Bucky and Steve accompany Flash and Peter to see one of Mary Jane’s theatre performances. They get to see backstage, which Conner thinks is really cool, and the cast and crew keep asking Bucky and Steve for their autographs. Mary Jane thinks Conner’s adorable and introduces him to the cast. When Flash takes Peter home, he leans in towards Peter’s face. In response, Peter turns his head up and parts his lips while leaning in towards Flash. Flash jerks back and examines Peter’s expression before pulling him into a tight hug saying, “I knew you were a faggot, Parker —and I don’t love you any less for it.” Peter deals with the conflicting feelings of Flash’s past-bullying, apologies, friendliness, derogatory obscenity and implication of existing love, in addition to thinking about what Gwen will think about him almost kissing Flash. As Flash walks away, he remembers occasions when his bullying of Peter had crossed into potentially sexual territory. Venom remembers (and lets Flash see) Peter's perspective on them.

• Rumlow volunteers for Stark’s new super-soldier experiments, agreeing that S.H.I.E.L.D.’s Project Rebirth 2.0 will keep S.H.I.E.L.D. busy. Stark and Banner arrange for S.H.I.E.L.D. to outsource Project Rebirth 3.0 to Stark Industries where Gwen Stacy and Bruce Banner oversee all aspects of the experiments. Tony has developed a Vita-Ray pod similar to his father’s design and named it the 'Chrysalis'. Rumlow is enhanced with super-soldier serum stolen from a HYDRA base by Nate (the same C.A.D.M.U.S. serum used on Conner) and is enhanced with Vita-Rays from Tony's Chrysalis. The experiment is a success. Rumlow has noticeably less tactile telekinesis than Conner, and that is attributed to differences in age at the time of serum administration, but his size is larger and his agility, reflexes, speed and strength are vastly increased. The last of his health problems from the fall of the Triskelion are healed (ironically, including asthma). Bruce, Gwen and Tony work on reverse-engineering the C.A.D.M.U.S. super-soldier serum for the next subject in Project Rebirth 3.0, America Chavez.

• Bucky, Rumlow and Steve take Conner to Coney Island for his and Steve’s birthday on July 4, 2015. Conner turns 17 and Steve turns 97 and/or 29. They go home for presents and cake that night and watch fireworks from the Tower. From Nate, Rumlow, Steve and Bucky, Conner gets vibranium static field/ impact-dampening escrima sticks designed by Nate and engineered from a combination of HYDRA-Tech and Wakandan technology. The eskrima sticks lower the force of impact by creating a small cushion-like force-field so that Conner can defend himself without worrying as much about accidentally killing someone. They also give him a new computer with accessories for school. Tony gives him a gaming system. Aegis gives Conner a set of ancient gold coins from around the world. Impulse gives him a couple of video games to go with his new gaming system. Bruce gives Conner a set of prayer beads from India. Peter Gwen and Flash give him Captain America comic books. Steve gets a new shield for his birthday, made from a unique alloy of vibranium and adamantium, similar to Bucky’s arm. The nano-holoprojectors in it are able to make it a stealth shield as needed or to change its visual design. Thanks to T'Challa and Shuri, it can absorb kinetic energy to be emitted at will, including the projection of a large convex force-field. Thanks to Stark, the shield's force-field can create a stealth effect, hiding those within the field from sight and technological detection. Peter Parker created a silencer setting for the stealth mode of the shield so that it won’t make sound when it hits a target or ricochets. As a joke, Rumlow gives Steve a parachute and some breath mints for his birthday. Conner gives Steve a night-light (shaped and colored like Captain America's shield) that Stark and Nate made with energy from Conner’s Tesseract battery. While at Coney Island Bucky officially asks Steve to marry him and gives him a vibranium and diamond engagement band.

• Conner is asked to join in on one of Bucky’s video-sessions with his Wakandan therapist. They talk about how Bucky is adjusting to family life and how they feel about each other and their time in the Red Room as student and trainer. Conner explains that he missed Bucky for years and even though he’s clearly a different man from the Soldier that trained him, he’s really glad to have him back in his life. At one point, they talk to the Soldier and he expresses his kinship and pride regarding Conner as both a Red Room trainee and as his son.

• Felicia Hardy, wealthy socialite and long-time friend of Peter Parker, Gwen Stacy, Mary Jane Watson and Harry Osborn, (and Flash’s ex-girlfriend), is deceived and conscripted by HYDRA agents (posing as SHIELD agents) to use her social standing and family-friendship with Tony to gain access to Stark Industries and steal the super-soldier serum and formula that Bruce and Tony have made from studying the CADMUS super-soldier serum. JARVIS pretends to upload the serum files to her flash drive and delete the rest when she uses Tony’s secret high-clearance password to access the lab's computers. She steals the serum vial and injector and 'successfully' pulls off her heist. Natasha, Steve and later, Tony track her, having been secretly notified and updated by JARVIS from the moment she entered the lab. While they are following her, HYDRA agents confront and distract them. Upon returning to the HYDRA agents (posed as SHIELD agents) Felicia realizes they’ve deceived her and tries to destroy the vial and the flash drive. The flash drive slides to an unreachable place (such as under heavy machinery, down a storm drain, etc.). Because Tony and Bruce have accident-proofed their medical equipment, the vial proves unbreakable and the injector will not squirt the serum out onto the ground. As she is cornered and overpowered, her only remaining option to keep them from getting the serum is to inject it in herself. When she does, she is weakened, but they will not kill her, because now, they need her alive so they can work to replicate the serum. Natasha and Steve arrive and rescue Felicia, Tony arrives as backup and gets her to the Tower, where she is stabilized and monitored. After the whole ordeal, Felicia, Tony, Steve and Natasha agree to keep the whole thing secret. Felicia privately plans to find and retrieve the flash drive, not knowing JARVIS faked the files. To do this, she creates a costume to hide her identity and names herself the Black Cat. Felicia Hardy orders a custom vibranium-infused costume from Wakanda. It is black and form-fitting. She even gets a vibranium domino mask.

• Nate plans the logistics of Steve and Bucky’s wedding, and they, with help from Pepper, choose the general aesthetics of the wedding while Nate uses the input to plan the details, for instance, the floral décor in carnations with indigo and silver petals and red roses all with green stems and leaves over a gunmetal grey background.

• America Chavez, a member of the A.F.I. and the next subject for Project Rebirth 3.0, is practicing her magical skills at the New York Sanctum when Doctor Strange sends her to Avengers Tower. She travels through the mirror dimension, and she watches for a moment as Bruce finishes creating a new batch of super-soldier serum based on the CADMUS serum given to Conner and Rumlow. She sees him holding one of the new vials of serum up to look at it, saying “Eureka, Tony. We did it.” A few moments later, Nate walks into the room and stares directly at her and says, “We need you here, right away!” She only hesitates a moment, then steps into the room from the mirror dimension. Nate introduces Bruce to her (the next super-soldier) and advises they prepare for the Chrysalis immediately. He tells them, “Company's coming, and we don’t have time to wait for Stark.” JARVIS alerts them to intruders coming in from the hangar, and Nate disappears from the lab. As Nate, Clint, Conner, Natasha and Rumlow face down agents from Weapon-X disguised as HYDRA agents and take down as many Intruders as possible, JARVIS bids America and Bruce to hurry to the Chrysalis while he locks the elevator behind them once they’re there and engages maximum security lockdown for that floor. Weapon-X is fighting its way through the lab they were just in and Nate finally gets frustrated enough to use the Space Stone to teleport the intruders, one or two at a time, to 35 yards above the roof, letting them fall to their crippling and/or death. Secretly, there is video footage and other data from each agent being recorded, and though almost all of the intruders are killed, the footage proves to Weapon-X that Nate can teleport and readings from the teleportation are identical to readings from the Tesseract. Weapon-X was intent on finding the Infinity Stone as much as they were intent on obtaining the super-soldier serum. They never made it to the Chrysalis, but set an acidic poison gas bomb off in the ventilation system to that lab. Instead of poisoning him as it would do to others, it awakened the Hulk who smashed everything around him and began to destroy New York City. Fortunately, a freshly Chrysalisized Miss America had been able to grab Bruce and bring him into the mirror dimension just as he began to succumb to the gas, and (for the most part) the only things smashed were there, in the mirror dimension, rather than in our reality. Nate joins them in the mirror dimension to stop the Hulk, and bends reality to give him infinite buildings to smash from every angle. Eventually the Hulk calms down and Nate aids him in becoming Bruce again as America smashes open a gateway to the New York Sanctum. Nate leaves Bruce in Doctor Strange's care and teleports to the Tower to check on things there. Apparently JARVIS activated the extra Iron Man armors to assist the super-soldiers in containing the conflict and minimizing damage. Most of the labs on the upper floors have been compromised by the acidic gas and some of the employees on the lower levels had been held hostage as a distraction while the remaining Weapon-X agents escaped. Fortunately, Aegis and Impulse, on their way to see Conner, were able to rescue the hostages and subdue the Weapon-X agents. After making sure Conner was alright, Aegis called Steve right away to ask what they should do while they kept the hostage-taking agents tied up. Tony, Bucky, Steve and S.H.I.E.L.D. arrive quickly to get the enemy agents into custody and commend Impulse and Aegis for their quick thinking and selfless action. In light of this recent security breach, Tony and Steve decide to move Project Rebirth 3.0 to the newly finished Avengers Initiative STRIKE Team base at Camp Lehigh in New Jersey.

• Rumlow, Bucky, Nate, Steve, Conner, Natasha, Clint and Trey (Aegis) move in at the new Avengers Initiative STRIKE HQ at Camp Lehigh, New Jersey. America Chavez (Miss America) also moves in part time, often teleporting between there and the New York Sanctum. Although not living there, Bart/Impulse easily speeds there and frequently is found lounging about. Rumlow, Aegis and Conner plan to stay at Rumlow’s loft apartment in Brooklyn when Conner and Aegis start college at Empire State University.

• In secret, SHEILD continues Project Rebirth 2.0, using the progeny of the Venom Symbiote. The soldier selected for the experiment is the one that Tony and Dr. Banner rejected, due to his history of thrill-seeking and unnecessary violence, including several counts of suspected murder. The confused and feral offspring of the Venom Symbiote enhances Kasady’s primal homicidal urges and turns him savagely violent, killing and eating most of the people present at the SHIELD facility. The Avengers, and STRIKE attempt to find and contain and/or stop the monster's destruction. The soldier was Cletus Kasady and his Symbiote form is Carnage. His Klyntar is stronger than Venom, but much more vulnerable to damage, sound, extreme heat and fire. Venom, Thor and Captain America catch up to Carnage. As Agent Venom struggles to hold Carnage in place, Thor strikes Steve's vibranium shield with his hammer, creating a sonic blast that disrupts Carnage’s symbiosis and begins to remove him from his host. (With Venom's vibranium and perfect genetic symbiote, they're/he's effectively immune to the sonic blasts made by Captain America and Thor.) (Thor does not strike Carnage with electricity directly in order to avoid killing Kasady and because Venom is susceptible to electricity.) It requires many strikes to force Carnage off of C. Kasady. The symbiote rescues Kasady and re-bonds. They make a disoriented escape. SHIELD can’t find Carnage after his escape and the Avengers can’t either, although they all stay on guard. Natasha, Rumlow and Bucky upgrade their equipment and tazers. Bucky’s arm is upgraded to produce and channel extreme sonic vibrations. It has an area effect rather than a projectile (it does not work like Claw's arm). Excellent for hand to hand and grappling, since Carnage is already resistant to sound, which is why Bucky’s new arm features are relevant. A simple siren wouldn’t work well enough. They also prepare miniature, high-powered sonic grenades and incendiary ammunition.

• HYDRA agents attack Oscorp at Oscorp Tower, attempting to steal research. Following the attack, Oscorp discontinues its Biocable Department, and Norman Osborn informs Peter because his parents created the project. Norman explains that it’s too dangerous to continue at Oscorp because it could be disastrous if it gets in the wrong hands. Peter begs Norman Osborn to transfer the Biocable Project to Stark Industries so that the research and super-spiders will not be wasted and destroyed. Norman agrees, on the condition that it is temporary, only until Parker Industries is up and running. (Osborn doesn’t trust Stark not to abuse the Biocable Project, but he trusts Peter, whom he thinks of as family.) Osborn and Stark work together for Peter’s sake and generously contribute to the founding of Parker Industries. This will provide Peter with the opportunity to exercise his scientific and technological genius in a productive way. Peter continues to be a freelance photographer in addition to learning how to be a CEO and professional engineer. Tony continues the Biocable Project while Parker Industries gets off the ground, also providing Spiderman (and Spiderboy) with a continual source of biocable webbing (the real reason Norman told Peter about the status of the project, although Peter doesn’t know Norman knows his secret identity). While the Goblin is an enemy of Spiderman, Norman is a trustworthy friend to Peter. Part of why is that his psychosis creates distinctly different personalities with different opinions. Also, he is very good at separating his work life from his personal life. So far, Norman's psychosis and secret identity are unknown to anyone else (except his butler).

• Conner starts college at Empire State University. He meets Selah Burke, an upperclassman with a career focus on renewable energy technology. She asks him and Aegis how long they’ve been dating and gets an answer of 'two months' from Bart, leading Trey and Conner to re-examine their relationship and past activities, such as going out to dinners and movies and sitting unnecessarily close to each other. Though they don’t admit it right away, they have a talk in private, and after an awkward discussion, Aegis kisses Conner for the first time.

• Aegis and Conner go out to dinner on their first date.

• Gwen officially asks Flash to date her and Peter. Peter is taken by pleasant surprise. They all agree to an intimate Netflix and chill night. They make out a lot sporadically throughout the night. When they aren’t, their cuddling isn’t platonic, but they aren’t being particularly sexual, either. All in all, it’s a great date.

• Spiderman finds out that Flash is/has been Venom the whole time and accidently chastises him as Peter while still in his Spiderman gear, outing himself to Flash. Flash tells “Parker” to take off the mask, and Peter punches Flash (a right hook) for not telling him about being Venom. In turn, Flash says ‘let’s take this outside, Bro'. They get fairly heated in more ways than one while wrestling. In the locker room after they’re done beating each other up, Flash shoves and pins Peter against the wall and passionately kisses him before he shoves Peter in a locker, closes the door and leaves.

• The Avengers go on a mission to Sokovia to secure HYDRA's latest experimental weapons, only to find that the weapons are really human experiments: the twins Wanda and Pietro Maximoff. The twins have a grudge against STARK, but when SHIELD offers assistance to the citizens of Sokovia after a volcanic eruption created by an Infinity-Stone-powered HYDRA weapon, they decide to help SHIELD and Wanda decides to train as an Avenger. Tony Stark’s experiments with the newly recovered Mind Stone (and the experimental vibranium android HYDRA was constructing to house an artificial intelligence made from it) result in the creation of Vision, who bears the Mind Stone in his forehead and whose consciousness is based on JARVIS.  
[ This doesn't have to have its own chapter, but simply an off-screen event that is referenced later on. This is basically a small acknowledgement of Avengers: Age of Ultron. ]

• Project Rebirth 3.0 recruits new subjects from the Avengers Failsafe Initiative and the X-Men. Subjects from the A.F.I. include Noh-Varr (Marvel Boy; physiological age 21; a Kree-human hybrid with elements of Spiderman’s mutation), Eli Bradley (Patriot; age 18; the grandson of a super-soldier from World War II) and Trey Rollins (Aegis; age 17; the son of Agent Jack Rollins, a descendant of Apollo and Champion of Athena). From the X-Men, they recruit the young Scott Summers (Cyclops; age 19; a time-displaced version of the older Scott Summers) and Orion Creed (Lynx; age 19; a feline feral mutant with vibranium skeletal implants and vibranium claws). Orion didn’t believe that he deserved to be a subject due to his own doubts about his character, but Bucky and Conner vouch for him and he passes the psychological evaluation with flying colors. Tony and Bruce are also excited to have a subject with a healing factor and vibranium skeletal implants. All of the experiments are successful and the subjects have to check in for medical evaluation once a week for several months.  
.

 

 

Part ## - Carnage

• In search of causing chaos, Carnage breaks open a psychiatric hospital and detention center for enhanced criminals, letting loose several super villains, including Shriek (Francis Louise Barrison), who pursues a romantic interest in Kasady. Other patients such as Razorfist (William Scott), Sin Eater (Emil Gregg) and Kraven the Hunter (Sergei Kravenoff) escape. Kraven the Hunter seeks to hunt the Winter Soldier (the “ultimate predator”, in his words). Razorfist and Sin Eater go on separate killing sprees and Shriek follows Kasady wherever he goes. Shriek and Kasady raid a hospital and kill people, and they have left by the time help arrives. Written on the walls in blood is a threat of impending widespread chaos.

• All the Avengers are away on a mission, and Tony tells JARVIS to secure the Tower and other S.I. buildings. Steve calls and tells Pepper to lock down the Tower and tells Conner not to worry but refuses to say what’s happening. Conner wasn’t worried until Steve said that, but soon the news shows what’s happening.

• Carnage resurfaces and attacks NYC. Ex-Military, former-Venom, Eddie Brock fights Carnage with Deadpool, Agent Venom, the Black Cat, Dr. Strange and the Avengers. Carnage has begun to infect and overtake people with his Symbiote via his torn off flesh which attaches and takes over their targets (accumulated from the biomass of his eaten victims and becomes visible Symbiotic musculature built around him like armor made of skinless flesh), turning them into Symbiotes under his control. In addition to spreading the Symbiotes to their victims, they pursue, maul and/or eat people in a zombie-apocalypse manner. [This event in the story was inspired by the Lizard's mutation cloud plan in The Amazing Spider-Man (movie, Webb), Marvel's Maximum Carnage and Carnage U.S.A. Comics (of Earth-616) — and later by the Spider-Island crossover event of Earth-616 (including The Amazing Spider-Man and Venom comics) and the “Carnage Bomb” in the animated television show Ultimate Spider-Man (Earth-12041). Many details (such as Clint's deafening and Deadpool using Dubstep against Carnage) are also inspired by the comics.].

• In attempts to purge Carnage from the victims and relieve the murderous aggression of the original Carnage, Dr. Strange casts a purification spell, unintentionally hitting Eddie Brock with it. Eddie begins to painfully change (the Venom DNA left in him is activated and altered by the spell), and he transforms into Anti-Venom who fights Carnage alongside Deadpool. Deadpool and others are trying to help the victims, prevent the ingestion of citizens and keep it from spreading. Deadpool sets up a speaker system over several square blocks, along with Gwen (who races towards the Tower immediately after), and they blare several dubstep songs at the same time (maximizing sonic dissonance) among the populous, helping to slow the killing and the spread of the infection. After the speakers are on, Anti-Venom tackles Deadpool and pins him (down? On wall?), and Wade feels an overwhelming internal burning pain.

• Captain America, Bucky and more are among the streets trying to save lives, and Clint is on a rooftop using sonic and electric arrows to guard civilians and his fellow fighters. Norman Osborn, as the armored and glider-riding Goblin, is throwing sonic pumpkin bombs to assist. Except for Johnny (whose flames burn away and deter the Carnage extensions), the Fantastic Four are Carnagized. Due to their healing factors, Wolverine and Deadpool are able to fight off the Symbiote protoplasm faster than it can bond to them, as can X-23, Daken, Lynx, Icarus and Jimmy Hudson. (Note that an original Symbiote would be able to bond to those with healing factors, but the Carnage extensions, which are weaker, cannot.) Carnage-bonded civilians compromise the structural integrity of the building of which Hawkeye is on the roof. Clint falls from the roof of the tall building and is saved by Spiderman who swoops in and catches him.

• Steve, Bucky and Rumlow are overwhelmed, and Steve and Rumlow are taken by Symbiotes, leaving Bucky in torment about not being able to save them. Their 'deaths' provoke the Winter Soldier’s activation. After Spiderman and Hawkeye quickly regroup with Daredevil, Daredevil gets Carnagized saving Peter and Hawkeye from the zombie-like masses.

• America, Impulse and Aegis try to help evacuate people, but can’t find a safe place to evacuate them to. Wong contacts America and tells her to come guard the Sanctum with him and she brings Aegis and Impulse with her.

• While Carnage is taking Avengers Tower (before Bucky and Anti-Venom arrive), he throws Conner out the window, then attacks Gwen and Pepper. Carnage swings his axe-hand and nearly kills Pepper. Gwen pushes her out of the way in time, but Gwen's right arm is severed in the process. While Carnage is distracted Pepper runs Gwen to the medical facility in the Tower while trying to stop the bleeding, and they successfully lock down that area.

• Anti-Venom storms the Avengers Tower to confront Carnage, joining with Conner who was already at the Tower (after going back up to find Gwen and Pepper). Bucky, Eddie and Conner follow Carnage to the top of the tower where he’s set up a chemical fog dispersal unit to spread the Carnage infection like fungal spores. Secretly, Anti-Venom sees Carnage’s egg (offspring) and shields it within his host to save the innocent life-form from Carnage’s destruction. At the top of the Tower, Carnage has completed a “Carnage Bomb” which will use Stark’s chemical fog dispersal device to create an infectious, airborne cloud made from his Symbiotic biomass. Carnage is defeated by Conner and Anti-Venom (neither can be infected by Carnage, and Anti-Venom's touch is voluntarily deadly to other Klyntar Symbiotes) at the top of the Tower and turns out to be a decoy. The new Klyntar Symbiote, Anti-Venom (Eddie) sacrifices itself by changing the “Carnage bomb” into an “Anti-Venom bomb” to eliminate Carnage and free his victims. The resulting blast disperses an airborne cure and leaves Eddie unconscious and falling from the tower. Hawkeye spots him and radios the Human Torch (at the base the tower) who in turn, flame-flies upward towards Eddie, dropping his flames just before crashing into him, slowing them both. The mid-air impact keeps their fall from being fatal, but both Johnny and Eddie are hospitalized. Clint is gravely injured during battle. His last conscious action was to spot Eddie’s body falling from the tower and radio Torch in time. Upon seeing his condition, the doctors are amazed he was able to radio at all, or to focus his eyes to see (and recognize) Eddie from that distance.

• Meanwhile, the original Carnage is escaping towards the Rocky Mountains in a stolen quinjet (New York having been a diversion), and is tracked to Doverton, Colorado. Carnage unintentionally leads what’s left of the STRIKE teams to the CADMUS facility he’s after. Inside, he finds a few super-soldiers in cryostasis, including Spider-Man clones. Kasady/Carnage attempts to kill Nate when he follows him to the facility, but Carnage decides he needs him alive since he is close to reproducing (as he did in NYC when he abandoned Acid and Toxin) and wants the Summer Soldier to be his new offspring’s host. During their fight, the infant Klyntar is hidden in the Summer Soldier’s metal arm to incubate, where it is protected, and unknowing this, Nate teleports to New York to bring Bucky, Deadpool and Conner to apprehend or destroy Carnage. The Carnage Symbiote wants to take the best spider-super-soldier (Kaine, a Weapon-X soldier) as his new host, so Kasady attempts to kill the clone to prevent the Carnage Symbiote from leaving him. After fighting Carnage, the newly awakened spider super-soldier slips away undetected while Carnage searches the facility for him. Instead of finding the clone, Carnage is confronted by Nate, Bucky, Conner and Deadpool, and he narrowly escapes; Kasady and Carnage manage to slip away. The facility houses several supersoldiers in cryostasis (and in incubation), including the near-perfect clone duplicate of Peter Parker (Ben Reilly, who was developed and owned by CADMUS) Unbeknownst to them, Kaine, a larger clone of Peter Parker, is tracking down the escaped Carnage. ].

Part ## - Aftermath

• Clint is critically wounded (crushed skull) and Rumlow and Natasha go with him upon emergency extraction. In a panic, Rumlow ( who is in love with Clint and is finally accepting it after being in denial for years ) sneaks a CADMUS serum packet into Clint’s I.V. (having already taken it from Tony’s lab), telling Natasha there was no time to get him to a real medical facility (the extraction vehicle was not outfitted for skull and brain surgery and the closest functioning hospital would be too overwhelmed). Agent Venom, massively injured by Anti-Venom (before their alliance against Carnage) whose touch is deadly to other Klyntar Symbiotes, was in the same extraction vehicle. Mostly unconscious, he reached out his hand towards Clint and reaching out his tendrils. He did his best to reset the bones in Clint’s head with his tendrils (which in not the right shape before, but very close to it after) and passed out again. Unlike the medical experts, Venom is able to effectively 'non-invasively' hold his skull from the inside and outside in order to gently reset the bones in their original positions (due to his ability to manipulate every one of his cells, capable of creating super-strong membranes and monofilaments one cell deep), although unable to perfectly heal or reconnect the seams. Venom is capable of non-invasively inserting his matter into someone’s body. From outside and inside Clint’s skull, Venom gently pushes the bones back into place without causing further damage. Natasha and Rumlow help semi-conscious Clint through the pain of the injuries and the painful part of the serum enhancement process. Clint stabilizes, and they make it to the hospital.

• The fallout from the Carnage incident included many casualties and serious injuries. There are a few thousand dead, and Copycat/Vanessa is found dead among the ruins of the battle. Johnny has a broken leg, but is otherwise okay. Jean Grey has been killed. Eddie is in a coma. Venom and Flash are gravely injured from a short fight with Anti-Venom before they turned to their mutual enemies. Clint is now deaf, but enhanced. Gwen has lost her right arm. Rhodie / War Machine has died. The Anti-Venom Symbiote is dead. Spiderman's clone (Ben Reilly) is fresh out of cryostasis and half-dead. Several of them are bruised and battered, but will recover.

• The spider-soldier from Doverton is an artificially aged 15ish/8-year-old and is identical to Peter,save the slight age difference. This clone was intended by CADMUS to replace Spiderman, but the project and his development were put on hold, leaving him with half a programmed identity before he was put in “school” with Conner (Superboy) where he developed semi-normally. Due to genetics and the programming, he shares Peter’s attitude and ethics.

• The Light Violet Symbiote (Scorn) bonds to Nate after gestating and incubating in his bionic arm. She inherits Nate’s objectivity, limited telekinesis, teleportation and complex thought organization (super-multitasking). Due to Nate having Tesseract-Tech neural implants and an advanced bionic arm, Scorn's standard of reference is connecting with both advanced technology and her host. She can interface with, manipulate, sense and construct advanced technology, machines and computer programming. From Nate’s biocom, she has learned a lot of emergency first aid, medical analysis (of the physical and the biochemical) and symptom/injury recognition. Scorn and Nate knew their arrangement was temporary from the beginning. Nate stayed with Scorn until he knew she would not be without a host and starve. Gwen decides to help the situation with the Symbiote offspring and offers herself as host for Scorn. Scorn jumps at the chance to be with Gwen, who becomes Scorn’s permanent host. Scorn forms a highly advanced prosthetic arm for Gwen. Having reconciled with her condition, she is grateful to have a new arm. Gwen and Scorn are both psychologically and genetically compatible. With the exception of her brother Toxin, Scorn is the strongest Terran Klyntar Symbiote.

• The serum heals Clint completely over the next few days. Because the serum magnifies an individual's qualities, (mental, physical and psychological), it targets the parts of Clint’s brain and senses that he trains the most. It enhances Clint’s vision, reaction time, spatial-visual awareness and processing, balance, visual memory, kinesthetic memory, healing factor and to a lesser degree flexibility, endurance and strength. But the serum's side-effects in conjunction with the immense skull injury mostly deafen Clint. Although his enhanced vision, visual memory and kinesthetic memory made learning lip reading and relearning sign language much faster, the sudden disability was emotionally trying for the whole team, especially Clint. Natasha defends Rumlow when he is criticized for administering the serum, and Clint, himself, was incredibly grateful for Brock’s intervention and although surprised by Brock’s subsequent concern and attentiveness, Clint found himself liking Brock’s dedication and attention. Johnny has a broken leg, but otherwise, recovers quickly. Venom is much worse off, but slowly recovers over the next month.

• Post Carnage Disaster, Oscorp and Stark Industries offer to pay for and technologically assist with many of the survivors' medical and housing needs.  
In the aftermath of the incident, the government initially threatens to blame SHIELD for it, but after Maria, Tony and others come forward with records that prove that U.S. government and military officials pulled strings to make Kasady the next Klyntar-enhanced super-soldier, the U.S. government officially calls it an extraterrestrial-related disaster (like with the Chitauri), rather than allowing it to get out that the Carnage incident was the result of federally sanctioned military experimentation.

• While Eddie Brock is in the hospital, the team finds out that he had late-stage brain and adrenal cancer (which explains why he was fighting without reservation). The experience with Anti-Venom eradicated the cancer in his body. Upon hearing this, Wade realizes why Anti-Venom attacked him, having originally thought it was a reaction to the loud music. When Venom had first bonded with Eddie, he had been in a cathedral, praying for forgiveness (for he was about to commit suicide) while, unbeknownst to him, Peter was in the bell tower, using the sound of the bells to help rip Venom from his body. Venom had acquired Spider-Man's abilities and memories while bonded with him, and when Spider-Man rejected the Symbiote, it was attracted to the source of the strongest emotions in the area. It found Eddie, also angry with Peter, and after bonding with Venom, Eddie's anger towards Spider-Man was magnified, and Eddie attempted to kill him repeatedly, despite Spider-Man’s pleas for him to get rid of the symbiote. After living in San Francisco for two years, Eddie returned to New York and began dating and patrolling with Peter as Venom. The Symbiote was stolen from him by SHIELD and Eddie had thought he was betrayed by Peter. Peter never really got over losing Eddie. Now, with Eddie unconscious in a hospital after nearly being ripped apart on the cellular level, Peter mourns losing Eddie and prays that he will recover. Though he has romantically moved on, he hopes to have Eddie’s friendship and considers Eddie’s sacrifice to redeem him of any past transgressions. He tells Eddie all of this while in his hospital room alone with him. That he may not be Peter's friend anymore, but he damn sure is a good hero — that Peter wished he never lost Eddie. Eddie does not wake up, but as Peter leaves, his mouth twitches, making a slight smile, barely revealing his sharp teeth.

• After the battles with Carnage, Steve and Bucky try to comfort Conner and Nate, but they, themselves, aren’t doing so great. Clint has nightmares and Brock Rumlow talks him through it. Natasha doesn’t leave Bruce's side except to check on the others. Tony mourns the loss of War Machine and tries to comfort a very distressed Pepper. Gwen is devastated (well, everyone is, but she just lost a body part, too) and Peter and Flash are there for her.

• A 20ish/15-year-old clone of Peter Parker, whom the teams do not find, slips away, following after Carnage. He spent a lot of his time training with Weapon-X, HYDRA and in the Red Room, spent time running small missions for HYDRA. His Soviet codename is “Bloody Spider” (but Natasha translates it as Scarlet Spider since he and his brother Ben were called the Scarlet Spiders in English a long time ago). The Scarlet Spider has organic webbing, as well as retractable vibranium “stingers” which protrude from the insides of his wrists. His enhancements came from a combination of inherited genes (Spider mutate anomaly), super-soldier serum and the Weapon-X Program (vibranium skeleton and retractable fore-arm stingers).

• After the events in Doverton, Carnage escapes to Houston, Texas, unknowing that one of the Spiderman clones, Kaine, is tracking him from Doverton where he escaped the HYDRA facility after he (Carnage) tried to kill him and subsequently, left him for dead. [ Kaine is both a spider soldier (inherited/born like that) and a super soldier (serum injections) and was a prototype for the 'ultimate’ supersoldiers, the perfect human weapons. He was developed by HYDRA in conjunction with the Red Room/Dept.-X, Project CADMUS and the Weapon-X Program. In order to keep him wanting approval, his captors frequently convinced him that he is a failed experiment: “ genetic trash and “left over bio-waste” that was too expensive and too inadequate. Kaine keeps seeking approval, being as obedient and successful as he can. He has unusually strong organic webbing as well as retractable vibranium “stingers” which protrude from the insides of his wrists. His enhancements came from a combination of inherited genes (Spiderman Clone), CADMUS super-soldier serum and the Weapon-X Program (Regeneration Factor, vibranium skeleton and retractable vibranium wrist stingers). ] When Kaine finds Kasady in Houston, he has just killed a small crowd of people (whose bodies litter the streets) and is about to attack the remaining survivor, an injured little girl, saying, “I’ve never killed a god before!” Kaine intervenes and rescues the little girl. After telling her to run and hide, Kaine confronts Carnage, they talk, they fight, and when Kaine's pinned Kasady/Carnage down, he stabs his vibranium stingers into Kasady’s heart. Instead of healing Kasady and defeating Kaine, the Carnage Symbiote abandons his host to bond with Kaine (leaving Kasady to die and bonding with Kaine whom the Symbiote now considers superior to his first host.) Kaine carries the wounded little girl to the hospital at a run and turns her over to Dr. Donald Meland. Kaine tells HPD Lieutenant Wally Layton about the bodies and where the crime scene is. Kaine flees the hospital. As Carnage, Kaine becomes obsessed with revenge, violence and murder. (He lacks the glee and mania of Kasady.)

• Venom feels Eddie dying and Flash rushes to Eddie’s hospital room. Flash gives up Venom to save Eddie’s life, knowing it might cost his own. Venom finds the Toxin Symbiote hidden in Eddie by Anti-Venom, and bonds Toxin to Eddie. The Venom Symbiote quickly returns to Flash. ( If separated for more than a few hours, they would both die. This was only a matter of minutes. )

• Eddie Brock wakes up in the hospital, feeling really wrong (physically, and a bit psychologically). After finding that he is bonded with another Symbiote, (Carnage’s progeny), he is alarmed, because he’s familiar with bonding with Klyntar, but this one doesn’t feel like Venom, and he starts to panic, feeling like something is wrong with the Symbiote. The new Klyntar reflects these emotions of pain, disorientation and wanting a different symbiotic partner. Eddie decides he wants Venom back and Toxin (so far, unnamed) responds by rejecting and fighting Eddie for control. Toxin seeks out Agent Venom to fight him, wanting to trade places, giving the genetically superior Flash to Toxin and returning the psychologically familiar Venom to Eddie, but after a dangerous battle, Flash convinces Eddie to accept his Symbiote and come to terms with each other. He states that he and Venom are stronger because they accept each other and willingly cooperate and share their minds, rather than fighting each other for dominance. Eddie had a similar bond (cooperative) with Venom, but does not feel that way about Toxin. Agent Venom encourages Toxin and Eddie to give each other a chance, pointing out that Toxin's unparalleled strength and his risk of instability are better off in Eddie’s experienced hands. Flash and Venom try to convince Toxin that Eddie is optimal for symbiosis due to the fact that he has completely unique DNA and biochemistry already adapted to host a Klyntar Symbiote (from previously being permanently changed by his original symbiosis with Venom). In response, Toxin changes its organic armor to closely resemble Venom's original form but with a deep orange red torso and black-blue mid- and lower body and forearms, with a green tongue. The claws are much longer than Venom's and somewhat resemble the manual proportions of Lady Deathstrike. Venom names the new Symbiote ‘Toxin’. Subsequently, Eddie/Toxin stays close to Flash/Venom, teaming with and training with him/them and they bond over their shared experience and instincts. Venom/Flash teaches Toxin/Eddie about their own symbiosis. To their (Eddie and Flash's) knowledge, they are the only two of their kind (with the exception of Kasady) and they instinctively work well together.

• Kaine is angry at Peter and Venom for their roles as absent progenitors. Angry with Venom for not protecting Carnage from being bonded with Kasady, and Kaine blames Peter for the torture and abuse he endured as a slave to HYDRA. He also blames Peter for his current and past monstrous and homicidal condition. Kaine travels to NYC to kill Spiderman and Venom. Somehow Kaine takes control of Carnage, seeks Peter’s help, and they (Carnage and Kaine) are sonically attuned the way Tony and Bruce did for the Venom Symbiote. After medical observation, Carnage/Kaine moves in with Gwen, Flash and Eddie at a level of Avengers Tower dubbed “The Spiders’ Nest”. Peter lives at Aunt May’s, and Ben and the others usually stay at the Spider's Nest. Gwen has moved in with Flash (separate rooms, same suite) which is in the Nest with Eddie and Kaine. [Note: Ben is about 15 and Kaine is about 20, both artificially aged and are chronologically about 10-15 years old. Kaine becomes violently protective (Lethal Protector) of Peter and Ben. Occasionally, Kaine lends Carnage to Ben, to protect him. Also, Carnage lacks the vibranium that Venom has, meaning his attunement can be gradually effected by dissonant sound between 4000 and 6000 Hertz.] Over time, Eddie is slowly drawn into a loving (though not necessarily sexual, at first) relationship with Gwen, Flash and Peter.

 

Part ## -

• Several of the A.F.I. members embark on a covert reconnaissance mission to Transia, where a HYDRA cell is operating with imported technology from Latveria. The mission is to learn what tech is being transported, which players are involved, if it’s being given, moved, or exchanged and what the tech is being used for. Those on this mission include Aracely Penalba (Hummingbird), Gar Logan (Beast Boy), Ben Reilly (Spiderboy), Roy Harper (Arsenal) and Selah Burke (Sun Girl).

•Superboy, Aegis, Wonder Girl, Impulse, Miss America, Lynx, Daken, X-23 and Justice go on a mission to raid a Weapon-X base in Nigeria and bring back evidence of Weapon-X's involvement in the raids on Project Rebirth 3.0.

 

 

Part ## - Symbiosis

•A rogue HYDRA scientist, Dr. Otto Octavius, defects to Norman Osborn and Oscorp, who are able to provide for and benefit from the scientist's genius. Dr. Octavius works to create a Spider-Soldier Serum from Spider-Man’s blood, but finds that it causes severe mutations. Unexpectedly, unlike the clones and hybrid clones which were mostly normal in appearance, the serum-enhanced subjects changed physiology, gaining two sets of arms, for a total of six, having sharp, barbed organic webbing (due to a crystallization reaction when the webbing is exposed to air, leaving it soft and silky inside his body and razorwire-like outside his body), extra sets of eyes and other unique or unusual features. After many experiments, Dr. Octavius begins to perfect his formula (utilizing Symbiote tissue from the Carnage incident) and creates Spider-Doppelganger, who is rescued by Shriek. The utility of having six arms appeals to Dr. Octavius and unwilling to use the serum on himself, he designs tentacular bionic/mechanical utility limbs, later, becoming Doctor Octopus (aka “Doc Ock”). It isn’t long before Dopple-Spider escapes Oscorp with the help of Shriek, who “adopts” him. Shriek has empathy for him despite being otherwise bitter and compassionless. In order to protect Dopple-Spider during their escape, Shriek takes on a Symbiote from one of the Oscorp labs. It is the second of SHIELD's six Symbiotes hatched from eggs extracted from Venom. The first offspring was Carnage. The second offspring was abducted by Oscorp and later named Scream after Shriek's sonic generation and manipulation capabilities. (The Klyntar youngling inherits not only Venom’s Spider abilities, but also Shriek’s Sonic abilities.) Oscorp tries to keep it a secret while trying to hunt down the Symbiote and Dopple-Spider.

• Black Cat, on her way to steal her missing flash-drive from a mobster, runs into Shriek and Dopple-Spider, who are terrorizing the mobsters to find out classified Oscorp info. Shriek kills them all and protects Black Cat (“How dare you hit a lady!”) and as Shriek turns to strut away, she tosses Black Cat the flash-drive she came for.

• Kraven the Hunter tracks and hunts Bucky. Nate’s programming is activated by the circumstance and he does his original job as HYDRA's “Asset Recovery Agent”, which is to covertly ensure the success, safety and return of the Winter Soldier. The others find out how incredibly overpowered the Summer Soldier’s telekinesis is (Level-5/Omega-Level, comparable to the Phoenix). His abilities are immense, but he was programmed to only use them in accordance with his primary functions regarding the Winter Soldier. Bucky realizes that HYDRA referred to Nate as their ‘Winter Soldier insurance policy’, not because he was created to control or replace Bucky, but that he was programmed to protect him. Kraven is apprehended and deported/extradited to Russia where he will serve a prison sentence for previous crimes against his country. Dept.-X is impressed by his efforts, and he is secretly recruited by them. Kraven gets superior supplies and tech instead of prison time, and Dept.-X conscripts him to bring in the Winter and Summer Soldiers alive so that Dept.-X can return them to their former positions and programming.

• Flash and Eddie (because they are both genetically altered from bonding to Venom) are having nightmares about being tortured, starved and calling for help. Eddie finally realizes that he’s sensing the distress of Venom’s progeny and resolves to go after them in order to save them from Carnage’s fate. Bucky, Toxin, Nate, Hawkeye and Black Widow go with Venom to infiltrate the government facility where the Klyntar are. They all go because they want to avoid another 'Carnage' incident. Winter Soldier and Black Widow go because they know the young Klyntar are helpless victims of inhumane experiments. Clint goes because he knows they'll need his help, and he values family (wants to protect Venom’s innocent children). Toxin will not let Venom face other Symbiotes alone, and as family to the captives, he has an interest in their freedom. Crossbones offers to go, but Natasha insists that long-term, his position as STRIKE Commander is more valuable than his potential contribution to the mission. They easily infiltrate and make it to the containment section of the main lab. Because it is a government building, they avoid killing anyone, using non-lethal methods of avoiding confrontation or witnesses, including camouflage (the Symbiotes can cover them all), knock-out gas and tranquilizers, electronic manipulations (particularly surveillance), distractions (such as power outages, major plumbing/sewage flooding, evacuation alarms), and regular stealth. The containment lab has four vessels containing the Symbiotes: Lasher(Green/Spear-like Tentacles), Agony(Purple-Pink/Acid), Phage(Orange/Serrated Blades/Super-Sight) and Riot(Midnight Blue/Bludgeons). When they can’t find a way to move the containers, they try to figure out how to remove and transport the Symbiotes. When Eddie suggests they bond with the Symbiotes temporarily for the escape, it proves problematic. Neither Eddie nor Flash can be a host. Bucky doesn’t want to inflict his thoughts and memories of abuse on any of the Symbiotes. Venom finds a way to hold three of them (Lasher, Riot and Agony) safely in himself while they escape, trying to soothe them. Nate hosts Scorn (but does not activate her), and for their escape, Clint temporarily hosts Phage who inherits Clint’s serum-enhanced sense of sight and spatial awareness. They are attacked while they are escaping. Despite Venom’s attempt to use his body as a shield, Natasha is shot at least twice. While he tries to cover her, one of the Symbiote children jumps to her and heals her wounds. Though Natasha is still in control, the Symbiote covers her in armor and stops the bleeding after pushing out all ammo and foreign matter. The Klyntar temporarily integrates with Natasha's personality and psyche, and Natasha’s motivation to do good leaves a significant impression on the Symbiote. Bad memories of Natasha’s past are mostly processed stoically, but the pain of the bullet wounds is felt by the Symbiote as it heals her. She is armed with poisons and toxins as she was first trained with (as opposed to her taser weaponry since the mission involves rescuing Klyntar). The Symbiote gains Natasha’s knowledge of and immunities to poisons and the ability to metabolize and synthesize dangerous chemicals like venoms, poisons and acids. Her father, Venom, later names her 'Agony'.

• Superboy and Aegis find Impulse curiously exploring the underground vaults in the Camp Lehigh base where Project Rebirth 3.0 is kept and they come across the MSV's (Mobile Symbiote Vaults) containing the Symbiotes found on the Avengers Initiative STRIKE teams recent unauthorized excursion. Impulse dons the Riot Symbiote before the others can stop him, and as Riot, he speeds around the base and web-slings with glee. In an effort to stop him, Superboy takes Lasher and tries using his tactile telekinesis which confuses and somewhat disorients the Symbiote. Aegis uses his head and goes to wake up Rumlow. After acclimating and chasing Riot for a while, Superboy and Lasher develop a sensory system of using constituent tendrils as a prosthesis for tactile telekinesis, sensing and moving matter in their environment. Lasher retains the ability to sense and alter its environment kinesthetically in a complex and coherent sensory awareness with its tendrils. Lasher has also acquired Conner’s enhanced physical senses and some of his enhanced strength. Eventually, Rumlow stops Impulse and Riot and takes the Symbiote to return it to its MSV. During the escapade and re-capture, Riot has developed an affinity and talent for blunt weapons as well as Super-Speed and super-strength.

• An Asgardian Goddess from off-world named Hela comes to Earth to claim the Reality Stone. Some of the A.F.I. members (Sun Girl, Wonder Girl, Arsenal, Spiderboy and Superboy) encounter her and confront her on their own before calling to the Avengers for help. Nate intercepts the transmission and fights Hela without the Avengers. He single-handedly defeats her by using the Space Stone to send her to the other side of the cosmos. When Thor and Doctor Strange ask him why he didn’t let Billy face her and why he asks that they hide her intentions (to use Billy as the vessel for the Reality Stone) from him, he says, “He may be ready to guard reality, but he’s not ready to face it.”

• While Pepper and the other ladies (Natasha, Jane, Darcy, M.J., Felicia and Maria Hill) are away, Tony takes the guys (Steve, Bucky, Rumlow, Clint, Nate, Thor, Conner and Johnny) to Iceland. Since neither the hot springs nor the cold weather sounds appealing to Kaine/Carnage, Toxin/Eddie, Peter, Ben and Venom/Flash, they, along with Gwen, have the time alone at the base. Peter and Flash keep their identities secret from each other, and each thinks the other is two separate people. They spend some quality time together. Eddie and Kaine are in an awkward, hostile friendship/ father-son relationship, and Carnage talks to Venom much as he does in the Comics, hostile and rude but still calling him 'Daddy'. (This is not unusual for the Klyntar, who have distant and/or hostile parental relationships and learn from their grandparents instead. Because they only take days to reach independent maturity, they don’t have an extended “nurturing” period in their life cycles.) They have movie nights and other group activities. They watch the 'Alien' and 'Species' movies with their Klyntar for the first time. The movies frighten Peter and Ben, who are susceptible to suspense/horror movies … and they are surrounded by Klyntar who are critiquing the aliens' hunting strategies and doing horrifyingly spectacular shape-shifting impressions. After the first time Ben screams bloody murder when he turns around to see Kaine's shapeshifting impression, Gwen yells “Suck it up Ladies!” and passes them the popcorn. Peter, Ben and Kaine are learning how to be brothers. In general, Black Widow trains Ben with wrist-bracer-stingers like hers which shoot tranquilizers and tazers. His also incorporate biocable web-shooters. Black Widow (Romanoff) also trains Ben in the creation of healing tonics, sleeping powders, poisons and other plant-based concoctions. Eddie becomes a mentor of sorts to Kaine and Flash (similar to Peter with Ben) and helps Kaine get used to being around people and being with a Symbiote), and Eddie reconciles things between Peter and himself. *Note – Kaine, Eddie and Flash allow their Symbiotes to have their own time, so sometimes the character will be only Carnage or only Toxin or only Venom.

• Director Coulson figures out that the Avengers are hiding the missing Symbiotes and gives them one chance to return them before things get ugly. Instead, with Tony Stark and Maria Hill’s help, Venom threatens to sue for custody of his children. Due to the Klyntar Symbiote’s legally recognized sentience and the fact that the host and Symbiote are treated as one individual under the law, Flash has parental rights to the Symbiotes. (Additionally, Flash and Eddie are both genetically the parents because Venom’s genome has been incorporated into their cells.) There is proof of exploitation, starvation and neglect of the young Symbiotes, which is illegal. Coulson agrees to a probationary period of custody and concedes that the young Symbiotes need time to mature before being sent on assignment. He cites the starvation as a necessity (rather than claiming ignorance) to keep them weak so that they wouldn’t escape. Flash's reaction is to punch Coulson across the face (a right hook) and inform him that they’ll definitely be suing for custody. Venom says that he may have earned the retributive neglect, but his children did not. Venom blames Coulson for what happened with Carnage, both to the innocent juvenile Symbiote and to Carnage’s victims. Fury warns Coulson that the paternity suit would be bad PR, but if SHIELD was held fully responsible for Carnage’s doing, there would be no rebuilding the organization a second time. Gwen/Scorn and Tony manage to smooth things over a bit, impressing on Coulson the need to do things differently than he’s used to and impressing on Venom how important it is to let an entity like SHIELD help protect the Symbiotes, especially considering the number of government entities, foreign and domestic, which want to take possession of the Symbiotes. None of them want another Carnage incident. Flash later receives a letter stating that he’s officially on 'maternity leave' for a reasonable time period of his choosing. Flash demands to know from Coulson why it says 'maternity', and Coulson says that Venom laid “eggs”, and despite the asexual reproduction, that makes him technically the 'mother'. Flash says he doesn’t want 'maternity' on his permanent record. Coulson, gives him a polite, faux-sympathetic smile and says, ’I know, that’s gotta suck… wish there was something more I could do.’ Flash says, ’This is because I punched you, isn’t it?’ Coulson says, 'no, the new Agent Venom trading cards are because you punched me.' He hands Flash a new, unopened pack of superhero trading cards. Inside are cards of things like Flash (human face) wearing a flower-embroidered, pink maternity dress with loopy cursive text saying 'World's Greatest Mother'. It turns out to be a farcical prank perpetrated by Coulson (and Peter Parker who contributed high school photos of Flash and his own photo-editing skills). For a few days, Flash is moping with humiliation and asks Tony if they could buy every pack up so that no one sees the cards.

• Parker Industries creates Project Symbiosis, accommodating a safe and nurturing environment for the Symbiotes, as well as a host program to match the Symbiotes with alternating temporary hosts. The Project includes advanced, non-invasive study and subsequently sets the new standard for the treatment of Klyntar and for the scientific protocols and methodology involving the study of them. Flash maintains official custody, Parker Industries provides home, hosts and care, and SHIELD provides security and miscellaneous assistance. Rumlow sometimes takes on Riot and Clint often takes on Phage, but no more that 24 hours at a time (48 hours allows time for a complete bond).

• Flash/Venom takes a few months of leave from the STRIKE Team and goes with Violet Spider and Spiderman on regular patrols, using the time to “coach” Gwen and her new Symbiote. The romance between the three of them (Gwen, Peter, Flash) progresses. Wade shows his unscarred face for the first time since Anti-Venom. Occasionally, Kaine/Carnage, Wade/Deadpool or Eddie/Toxin accompanies them. Spiderman is coaching Ben/Spiderboy whenever he comes along. (Web-slinging ain’t easy.) After a particularly tiresome patrol, Eddie kisses Peter. Peter doesn't know how to react and tries to explain to Eddie that he's with Flash and Gwen now. Eddie says he asked Gwen and Flash for permission to kiss him and when Peter asks them about it, they say it's about time since Eddie asked for permission over a month ago. They have a group discussion about the parameters of their relationships and Eddie begins officially dating Flash, Peter and Gwen.

• Parker Industries expands to medical research and health care for enhanced individuals, such as mutants, mutates, xenomorphs, inhumans and those with cybernetic prosthetics. There is a separate, smaller division for providing limited enhanced-person related technology (such as fireproof clothes and shoes for pyrokinetics like the Human Torch; super-durable products: sports equipment (such as an unbreakable volleyball for Luke Cage), technology (such as Tablet Phones for large superhumans like the Thing); super-durable dishes and cups; and non-chafing garments for those with enhanced speed).

This means that so far, Parker Industries has:

The Biocable Project -Classified/Personal– Provides biocable webbing and maintains the species of Super Spider (Araneus Oscorpeus) which creates it.

Project Symbiosis (Klyntar) -Classified/Governmental – Precedent to the Mercury Project (Mercury Team)

Webware (Advanced Communication Technology) -Public – Advanced communication technology (similar to items such as tablets, smart phones and computers) which use holographic interfacing and are housed in a small hardware units, similar to large wrist watches.

Horizon Healthcare Institute (Superhuman Medical Care, Pharmacology and Research) Restricted.

Enhanced Persons Assistive Technology and Health / EnPATH (Superhuman Garments, Accessories,  
Enhancement Dampeners, etc.) -Public » Restricted (multiple access/restriction levels)

A non-profit initiative to provide better technology and books for public education in New York  
City. -Public/Municipal

Mutant and Enhanced Municipal Operations (MEMO) A non-profit initiative for enhanced persons to work with municipal entities to repair and rebuild after damage caused by superhuman events (such as alien invasions, acts of enhanced terrorism (such as Carnage's) or the conflicts and/or accidents of enhanced-persons. -Public/Municipal

• Toxin begins to separate from Eddie regularly, saying that “there isn't room for me anymore”. Eddie has been getting sick and having trouble sleeping coupled with Toxin's separations. Toxin doesn't explain much except that he needs a new host. Eddie is heartbroken because he has just become accustomed to Toxin and doesn't want to lose his Symbiote again. When Scorn asks why there isn't room, Toxin says that Eddie already has a Symbiote. By studying Eddie's genome and blood tests, Gwen, Peter and Bruce determine that somehow the Anti-Venom Symbiote survived and is still in Eddie's bloodstream. This explains Eddie getting sick as the natural tendency for Anti-Venom is to be toxic to other Klyntar, and this explains why Toxin always felt a little off for Eddie who didn't know how to interpret the sensation when he first woke up in the hospital after being bonded to Toxin.

• Project Symbiosis searches for a new host for Toxin and finds a policeman (Patrick Mulligan) who fits the bill. Toxin's propensity for instability and super strength (three times physically stronger than Venom) are taken into account when selecting a host. Toxin stays with Eddie as much as he can while they prepare to transfer Toxin to his new host. The Anti-Venom Symbiote's consciousness slowly wakes up over the following weeks, and it has the genetic memories of the Venom Symbiote from the time before it separated from Eddie, so the personality is shaped from Venom's memories of itself and to Eddie it is like having Venom back. The Anti-Venom Symbiote remembers Eddie the way Venom did and has the same memories and opinions of him (loving ones). Eddie's new Symbiote is mostly resistant to fire and sound, but Project Symbiosis prepares the same treatment that they gave Venom and Flash: sonic attunement and vibranium infusion. They discover that they have to invert the musical chord they use to sonically attune Anti-Venom, but with Anti-Venom's resistance to sonic corruption, there was no harm done. Anti-Venom is successfully bonded with the vibranium, and Toxin is successfully bonded to his new host, Patrick Mulligan.

• Eddie and Flash have a make out session and Peter and Gwen walk in on them. It turns into a four-way make out session. Gwen tells Peter that it looks like someone should take care of Eddie's pronounced erection, Peter asks if she's going to go all dominatrix on him. She says that if she was a dominatrix, she would say something like “suck that dick, worm!” but says it was more of a light suggestion – that if he doesn't want to take care of it, she will. Peter blows Eddie while Eddie makes out with Gwen and Flash. They take it to Eddie's bedroom where they try out different positions and Gwen gets oral attention from two prehensile tongues (Anti-Venom and Venom). Eventually, Peter gets stuck in the middle, fucking Gwen while Flash tops him and Eddie tops Flash. Flash isn't used to bottoming, and it's his first time, so Eddie takes it slow. Flash finishes before Eddie does, but Flash doesn't want him to stop, so they reposition and Flash goes down on Gwen and Peter while Eddie continues to fuck him and Peter and Gwen make out. They all orgasm at roughly the same time (Eddie into Flash, Flash onto the mattress and Peter and Gwen on Flash's face) and Flash is reduced to a puddle of bliss while Eddie rubs his back and Gwen combs her fingers through his hair and lightly scratches his head. Peter snuggles up next to Gwen and does the same. After burning all those calories, they munch on Chinese takeout and chocolate and cuddle up to watch movies, during which they intermittently doze until morning. They talk about the night and where to go from there. They agree that Eddie and Gwen ‘wear the pants’ in the relationship, and Flash is grateful that he had such a good first experience bottoming. Peter tells him “welcome to the club”. (Both Peter and Flash had their good first times bottoming for Eddie.)

• Gwen wants to experiment with infusing her Symbiote with nanites since Scorn can manipulate and interface with technology. She works with Tony Stark and Bruce Banner to develop nanites specifically for Scorn. When they are done, they set up a few weeks worth of testing to fine-tune the nanites to best work with Scorn. Though most versions of nano-technology are easy for Scorn to manipulate, Tony is a perfectionist and wants to develop the most efficient nanites to produce maximum results with minimum strain on the Symbiote. He corresponds with Princess Shuri about nanotechnology and the applications of Wakandan vibranium in nano-technology. During the process, Gwen is fitted with a new prosthetic arm designed to work with the nano-technology. Adjustments are made to the arm as the nanites are updated. Note that Scorn could create a prosthetic arm the way that Venom creates prosthetic legs for Flash, but Tony loves tinkering and Scorn agrees that it would be more efficient and reliable to work with a prosthesis that doesn't rely on the Symbiote. The designs of the Summer and Winter Soldiers’ protheses come into play, but Gwen's arm is very different and doesn't rely on Tesseract-based technology or power source and is specifically designed to alter its form and appearance in conjunction with the nanites, meaning that the majority of the arm is compatible with, if not composed of, Wakandan vibranium-based nano-technology.

• The Spiders find out about Doppel-Spider and Scream who are in search of revenge against Kaine/Carnage for killing Cletus Kasady. Aracely Penalba is kidnapped by her and Scarlet Spider goes on his own to rescue her. Once it is clear that Kaine and the others (Gwen/Scorn, Flash/Venom and Eddie/Anti-Venom) are prepared to apprehend Scream, Aracely uses her empathy to debilitate Shriek and uses her pyrokinesis to encircle Doppel-Spider. Doppel-Spider knows no fear, though, and he leaps through the flames to attack the Spiders. Venom and Scorn apprehend Shriek, and Anti-Venom and Kaine chase after Doppel-Spider. Doppel-Spider eventually leads them to the docks where he disappears from sight. With the various ships around, he could be heading halfway across the world in a few hours (the early morning). Unbeknownst to them, Doctor Octopus waits in the shadows and a swarm of octobots attacks, wounding them both. Though Doc Ock uses dissonent frequencies from the octobots to try and separate the Klyntar from their hosts, Anti-Venom is immune and Carnage is not as susceptible to sound as he is to fire. The bots trying to take the Carnage Symbiote manage to get a small sample and though it is similar to the samples of the Carnage extensions from the Carnage Disaster, Ock hopes that is will be worth the time and resources put into collecting the sample. He takes it as a win and decides to escape before Carnage and Anti-Venom find him. The remaining bots continue to attack while he escapes to rendezvous with the bot holding the sample.

• Gwen Stacy, Hank McCoy and Bruce Banner study the constituent matter from the Anti-Venom Symbiote. They discover that it can't be replicated, but it can heal all forms of diseases. They discuss what to do with the revelation and Hank compares it to Joshua Foley's ability to destroy disease. He says that no individual should have to decide who is more worthy to receive healing and with a limited source of that healing, it's an unfortunate necessity, if the healing is to be administered at all. Gwen compares it to organ transplants which are given priority based on a number of factors. Bruce says SHIELD has been sitting on multiple potential cancer cures because they haven't been studied enough. He says that Anti-Venom constituent matter hasn't been studied enough either and though Eddie may decide to heal people, the constituent matter can't be used in hospitals for years. Hank says Josh helps where he can and even visits cancer and infectious disease wards on holidays, but that he is not bound by any legal or social responsibility to use his powers at all. Hank says Joshua thinks of it like helping in an emergency car accident. If you happen across the scene and decide to help wherever you can, you are protected by good Samaritan laws. But if you proclaim to have extertise you do not or if you seek out accidents in the first place, you are not protected from responsibility if the unfortunate or undesired occurs. Hank suggests Eddie do the same. Help where he can, and maybe do more discretely on occasion, but to let the world work itself out for the most part. Bruce says that's a good idea because without sufficient study, they don't know if Anti-Venom could be dangerous, deadly or tortuous for some people or some conditions. Eddie takes this advice to heart and makes plans to visit the hospitals discretely on major holidays. With his identity being known previously as Venom, he imagines it wouldn't be a huge leap for people to realize he's potentially got a Klyntar Symbiote and keep watch on him for the abnormal. After reflection, he decides that Christmas is close enough, so he visits a children's hospital in disguise and heals the entire cancer ward. He is careful not to be found and the next day Gwen slaps him upside the head with a newspaper (the front page headline being the miracle of a whole cancer ward being cured) and says, “What did I tell you?!” Afterwards, she sighs and gives him a kiss and tells him he did good, but wait for the next holiday and go with Josh Foley. He starts to argue that he should probably go to a different hospital so they can cover more ground but Flash tells him not to argue. Just make their girlfriend happy. Peter walks in and says not to let it go to his head: the last thing he needs is a messiah complex. Eddie smiles and says he won't go that direction: getting down and dirty with them will keep him humble. He pinches Peter's butt and chases him out of the room pinching him. Gwen chases him back in doing the same thing and then Flash joins in and they all tackle him together and laugh. Peter says that was more playful than dirty. Flash says they still have plenty of time to get filthy before any of them has to go anywhere.

• Flash plans a Christmas party for the Spiders. Gwen and Peter have family get togethers to go to on Christmas Eve, so the Spiders are celebrating early. Ben and Kaine go to pick out a tree (with Kaine being his usual grumpy self), Gwen tries to make a full Christmas dinner, but fails miserably and though Flash tries to bake and cook to recover the meal, Gwen asks Tony to call in a catering service. He says he just so happens to have a few Christmas dinners that just have to be reheated ready in the communal floor's walk-in fridge. Eddie works on decorating the tree with Ben and decorating the common room of the Spiders’ Nest with Peter. They have dinner together and exchange gifts after. A lot of chocolate is given in addition to regular gifts.

• Bucky and Steve finally have their wedding and Avengers, Spiders and X-Men join in the celebration. Tony Stark is the Best Man. Conner is the ring-bearer and Nate Rogers, Brock Rumlow, Johnny Storm, Thor Odinsson, Bruce Banner and Clint Barton are Groomsmen. Natasha is the Maid of Honor, and Pepper Potts, Carol Danvers, Anna Marie (Rogue), Gwen Stacy and Maria Hill are Groomsmaids. The wedding is performed by Kurt Wagner (Nightcrawler). The wedding is on the Winter Solstice and the wedding night is on the longest night of the year.

• On Christmas Eve, Peter takes Ben and Kaine to meet Aunt May and have Christmas together. They even have stockings that Peter bought so Ben and Kaine can enjoy getting presents on Christmas morning. Peter cautions them not to do anything spidery in front of Aunt May. Meanwhile, Gwen has Christmas with her family. At the Spiders' Nest, Flash and Eddie are alone and spend a romantic night together. They watch Christmas movies in the evening, then go web-slinging on patrol until 2 a.m. when they return to the Spiders’ Nest and have hot cocoa. It doesn't take Flash long before he says “I love you” to Eddie and Eddie says “I love you, too”. Flash asks if he loves Peter and Gwen too. Eddie says of course he does, but he'll say it individually when he's ready. He says he doesn't want to say it during sex or in front of others. He says he's not going to single anyone out when they're in a group, but he assures Flash that the feelings are there. They say “I love you” again and make sweet love on the floor, covered in blankets by the artificial fire. When they're done, they fall asleep together, and Eddie wakes up a short time later, at Anti-Venom's behest, and carries Flash to bed where they sleep for the rest of the night.

Earth-4568: Avengers/Spiders – Part Two 

 

•

• Oscorp clones Carnage using the sample from the original that Dr. Octavius procured. The new Symbiote doesn't have a consciousness, just instinct, and the Symbiote greatlymagnifies the emotions of the host. Their decided host harbors resentment towards Norman Osborn and goes after Harry Osborn for vengeance. Harry is on a date with Mary Jane Watson at the time and when she defends Harry by attacking the aggressor, the Symbiote seemingly disappears, leaving his host and bonding with Mary Jane. Though even Mary Jane doesn't realize it has bonded to her at first, she eventually realizes that she is developing superhuman abilities such as Spider-sense, superhuman strength and surface adhesion. She knows Peter and Gwen work with metahuman issues (Parker Industries has a major focus on superhuman biology and technology) and goes to them for help. They assure her that everything's going to be alright and take a few blood tests and DNA tests to figure out what's happening to her. When they discover she has a Symbiote, they are very concerned. They ask her how long she's had these symptoms and she says a week. That is plenty of time for the Symbiote to form a permanent bond. They have Scorn try to communicate with the Symbiote, only to find it only communicates in natural urges and instinctive reactions and had no intelligent thoughts. This, so far is unheard of since Klyntar Symbiotes are sentient. They try some hands-on tests such as forming clothes from the Klyntar, web projection, surface adhesion, strength tests and spider-sense tests. Mary Jane seems to have all of these abilities but does not have another mind influencing her actions. That's how it seemed to Peter at first when he had the Venom Symbiote, so he is cautious and suggests she stay at Avengers tower for a week for observation to make sure that she doesn't have any sleepwalking from the Symbiote taking control. Everything checks out and they ask if she wants to keep the Symbiote or give it to Project Symbiosis. She asks what Project Symbiosis is and they explain it to her. She asks if she can join Project Symbiosis as a host with a Klyntar and go from there. She doesn't want to pass up the chance to have superpowers and feels sorry for her Klyntar. They accept and she is allowed to keep her Klyntar. She eventually decides to approach Spiderman while wearing a superhero outfit similar to his, but in red and white (as seen in the comics) and asks him for help learning to use her powers. They agree to meet once a week for training and at their first session, Peter tells her who he is. She says that explains a lot but why did he let bullies beat him up in high school if he could defend anyone. He says that he needed to keep his identity a secret to protect Aunt May and he was worried that with his superhuman strength, he could really hurt someone. She says she understands and asks how she can train her strength and get better control of it. She still inadvertantly breaks things around her apartment. He has some suggestions like practicing origami without ripping the paper and mentions that Conner used playing the bongos as a strength exercise. He says he took about a month to get a good feel for his super-strength, and tells her not to feel bad if it takes a while, but suggests she doesn't get into any fights, just in case she misjudges how hard she hits. She asks if she should keep her powers a secret and Peter says she's safer that way since she could become a target for supervillains. She asks if she can go on patrol with Spiderman, but Peter says she needs to get a better handle on her powers first. “Walk before you run.”


	5. X-Men Blue: Should I post the outline?

**Summary for the Chapter:**

> I've recently posted an update to chapter four and you get to decide if I post my X-Men Blue-centric outline. It's is more developed than the outline in chapter four but is still in outline format. If you have an opinion of whether or not I should post it (potentially giving away spoilers), please comment.

I've recently posted an update to chapter four and you get to decide if I post my X-Men Blue-centric outline. It's is more developed than the outline in chapter four but is still in outline format. If you have an opinion of whether or not I should post it (potentially giving away spoilers), please comment. I would love to get feedback on it but I didn't get many comments so far on my current outline, so I don't know if it's worth giving away spoilers for the full work. I'm currently writing both the X-Men and Avengers/Spiders stories and I would love your opinion on which one should take priority. These stories happen in the same universe 4563/4568 and happen at the same time, with some overlap of events (like a crossover).

The main pairings in the X-Men fic are Daken Akihiro/Bobby Drake/Johnny Storm (Polyamorous), Young Scott Summers/Victor Creed (Sadomasochistic), Logan Howlett/Jean Grey/Scott Summers (Love Triangle), Jimmy Hudson/Jay Guthrie (homosexual) and some side Raze Darkhölme/Daken Akihiro (Bro-cest). Original characters include Orion Creed | Lynx (son/partial clone of Victor Creed) and Samael Roth (Neyafim character with pyrokinesis and teleportation).

Again, it's you who decides whether or not I post the X-Men fic Outline by what you have to say in the comments. I'm looking for constructive criticism and thus far there has been little interest in my unfinished work, so I may forego posting anything until it's done all the way.

Please let me know what you think!

**Author's Note:**

> Superboy’s Activation Code :  
> Truth | Правда  
> (Pravda)  
> Curl | Локон  
> (Lokon)  
> Fifty-Two | Пятьдесят два  
> (Pyat'desyat Dva)  
> Blue Sky | Голубое Небо  
> (Goluboye Nebo)  
> Volcano | Вулкан  
> (Vulkan)  
> Knock-out | Нокаут  
> (Nokaut)  
> Sixteen | Шестнадцать  
> (Shestnadtsat')  
> Tactile | Осязательный  
> (Osyazatel'nyy)  
> Justice | Юстиция  
> (Yustitsiya)  
> Red Sun | Красное Солнце  
> (Krasnoye Solntse)


End file.
